U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                   FORM 10-KSB

            [x] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934
                     FOR THE FISCAL YEAR ENDED JULY 31, 2000

          [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                           Commission File No. 0-13078

                       LEADVILLE MINING AND MILLING CORP.
                 (Name of Small business issuer in its charter)

                State of Nevada                           13-31805030
        (State or other jurisdiction of                (I.R.S. Employer
        Incorporation or organization)                 Identification No.)

       76 Beaver Street, New York, New York                   10005
     (Address of principal executive offices)               (Zip Code)

Issuer's telephone number, including area code: (212) 344-2785

Securities registered under Section 12(b) of the Exchange Act: none

Securities registered under Section 12(g) of the Exchange Act: Common Stock, par
value $.001 per share

Check  whether the issuer (1) filed all reports  required to be filed by Section
13 or 15(d) of the  Exchange  Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports),  and (2) has been
subject to such filing requirements for the past 90 days. YES [X] NO [ ]

Check if there is no disclosure of delinquent  filers in response to Item 405 of
Regulations S-B contained in this form, and no disclosure will be contained,  to
the best of the  registrant's  knowledge,  in  definitive  proxy or  information
statements  incorporated  by  reference  in Part III of this Form  10-KSB or any
amendment to this Form 10-KSB. [X]

State issuer's revenues for its most recent fiscal year.  $   0

The aggregate  market value of the voting and  non-voting  common equity held by
non-affiliates  computed by  reference  to the  average  between the closing bid
($0.50) and asked ($0.562) price of the issuer's  Common Stock as of October 27,
2000, was $11,660,296,  based upon the average between the closing bid and asked
price (0.531)  multiplied by the 21,956,127  shares of the issuer's Common Stock
held by non-affiliates. (In computing this number, issuer has assumed all record
holders of greater than 5% of the common  equity and all  directors and officers
are affiliates of the issuer.)

The  number of shares  outstanding  of each of the  issuer's  classes  of common
equity as of October 27, 2000: 26,081,843

                   DOCUMENTS INCORPORATED BY REFERENCE: None.

          Transitional Small Business Disclosure Format: Yes [ ] No [X]

<PAGE>

                       LEADVILLE MINING AND MILLING CORP.

                                   Form 10-KSB
                                  July 31, 2000

Table of Contents                                                     Page

Glossary                                                              iii

                                     Part I

Item 1.    Description of Business.                                   1

Item 2.    Description of Properties.                                 3

Item 3.    Legal Proceedings.                                         9

Item 4.    Submission of Matters to a Vote of                         9
           Security Holders.

                                     Part II

Item 5.    Market for Common Equity and                               9
           Related Stockholder Matters.

Item 6.    Management's Discussion and Analysis of                   10
           Financial Condition and Results of Operations.

Item 7.    Financial Statements.                                     14

Item 8.    Changes in and Disagreement with Accountants              15
           on Accounting and Financial Disclosure.

                                    Part III

Item 9.    Directors, Executive Officers, Promoters                  15
           and Control Persons; Compliance with
           Section 16(a) of the Exchange Act.

Item 10.   Executive Compensation.                                   16

Item 11.   Security Ownership of Certain Beneficial                  18
           Owners and Management.

Item 12.   Certain Relationships and Related Transactions.           19

Item 13.   Exhibits and Reports on Form 8-K                          20

Signatures                                                           21
Supplemental Information                                             22
Financial Statements                                                 F-1 to F-22


                                       ii
<PAGE>

                           GLOSSARY OF TECHNICAL TERMS

Backfilling:                  Putting waste rock in an open stope.

Ball Mill:                    Instrument which reduces rock to powder form.

Blanket Ore:                  Ore, which usually lies horizontal in the form of
                              a sedimentary bed.

Breccia Pipe:                 A funnel of broken rock descending into the earth
                              (along a fault line) through which mineralizing
                              solutions may rise.

Contact Metamorphic
Type of Deposit:              Where minerals result from ion exchange or
                              replacement between an intrusive igneous rock and
                              a host rock.

CuSO4:                        Copper Sulfate.

Feeder Veins:                 Small veins.

Floatation Plant:             Mechanical system that separates valuable minerals
                              from rock powder using chemical solutions.

Gravity Plant:                Mechanical system that separates valuable minerals
                              from rock powder using the force of gravity for
                              separation.

Heap Leaching:                Broken and crushed ore on a pile subjected to
                              dissolution of metals by leach solution.

Hydrometallurgical
Plant:                        A smelter that reduces sulfide faults converging
                              from different directions.

Jasperoid:                    Quartz mineral resulting from hydrothermal
                              alteration.

Leadville Dolomite:           Name of a specific limestone bed in Leadville,
                              Colorado.

Leadville Silver
Gold Process:                 Generally similar to the Sherrit Gordon process
                              whereby chemicals are used to produce oxides and
                              sulfates of zinc.

Lode Claim:                   Claim on which mineral is found underground; i.e.,
                              vein.

Magnetic Anomaly:             A variation in the earth's magnetic field.

Magnetite Skarn:              The mineral magnetite (iron Oxide) in combination
                              with quartz emplaced in limestone.

Major
Intrusive Center:             An area where large funnels exist and through
                              which large amounts of mineralizing fluids rose.

Manto:                        A bedded deposit of minerals.


                                      iii
<PAGE>

Massive
Polymetallic Ores:            Large dense mass of sulfide minerals containing
                              several metals.

MNSO4:                        Manganese Sulfate.

Mineral Deposit or
Mineralized                   Material: A mineralized underground body which has
                              been intersected by sufficient closely spaced
                              drill holes and or underground sampling to support
                              sufficient tonnage and average grade of metal(s)
                              to warrant further exploration-development work.
                              This deposit does not qualify as a commercially
                              mineable ore body (Reserves), as prescribed under
                              Commission standards, until a final and
                              comprehensive economic, technical and legal
                              feasibility study based upon the test results is
                              concluded.

Open Pit Mine -
Strip Mine:                   Surface mining without shafts or underground
                              working.

Open Stope:                   A mined area that remains as an open space.

OPT:                          Ounces per ton.

Patented Claim:               Privately owned mineral land.

PbSO4:                        Lead Sulfate.

Place Claim:                  Claim on which minerals are found in sand and
                              gravel - on surface.

Positive Ore:                 Ore that is proven (same as proven).

Probable Ore:                 Inferred ore. Ore that is believed to exist, but
                              not fully proven.

Proven Ore:                   Minerals that are determined to be recoverable.

Reverse Circulation
Drilling:                     Type of drilling using air to expel cuttings.

Run of the Mill
Concentrate:                  Unenhanced product directly extracted from a
                              standard milling process.

Replacement
Ore Body:                     Mineral ore, irregular in form, which is emplaced
                              in limestone.

Rhyolite
Agglomerate:                  An igneous rock (rhyolite) which has been
                              fractured (crushed) and recemented.

Sherrit
Gordon Process:               Hydrometallurgical method of processing (smelting)
                              zinc concentrates into oxides and sulfates.

Shockwork Breccia:            Earth's crust broken by two or more sets of
                              parallel faults converging from different
                              directions.


                                       iv
<PAGE>

Silica Stope:                 Name of a mine location in the Hopemore mine.

Square Setting:               A system of timbering a tunnel or opening
                              underground to prevent cave-in.

Stockwork:                    Ore, when not in strata or in veins but in large
                              masses, so as to be worked in chambers or in large
                              blocks.

Unpatented Claim:             Mineral land owned by the government and rented
                              for an annual fee.

ZNSO4:                        Zinc Sulfate.


                                       v
<PAGE>

                                     PART I


Item 1. Description of Business

Leadville Mining and Milling Corp. (the "Company") was incorporated in the state
of Nevada in February 1982.  The Company owns rights to property  located in the
California Mining District, Lake County, Colorado and is engaged in the business
of mining  and  explorations  of gold and other  minerals  from its  properties.
During the fiscal year ended July 31,  2000,  exploration  has taken place at an
accelerated pace on surface and below (see the discussion  below). The future of
the Company is dependent upon the Company's  properties  producing gold, silver,
lead  and  zinc  in  sufficient  quantities  so  that  the  Company  will  be  a
commercially  viable  entity.  A  description  of the mining claims owned by the
Company is contained in "Item 2. Description of Properties."

During fiscal 2000, the Company conducted  extensive Reverse  Circulation ("R.C.
drilling"),  diamond core and long hole drilling at its'  Leadville  properties.
Approximately 17,190 feet of R.C. drilling,  9,767 feet of diamond core drilling
and 1,388 feet of longhole  drilling  was  completed,  logged and  assayed.  The
preliminary  results  indicate the possible  existence of a near surface body of
gold/silver  mineralization  on Breece Hill and,  several  potentially  mineable
gold/silver structures in the Hopemore Mine.

Surface R.C.  drilling  began in July 2000 and resulted in the  completion of 34
holes,  to date.  The  purpose of the R.C.  drilling  program  was to locate and
define  a  surface  mineable  resource  of  gold  and  silver  on  Breece  Hill.
Underground  activity also continued with exploration  below the Silica stope on
#69 vein,  located in the 7L-428 south drift.  Exploration is continuing in this
area.

The Company also has been involved in an aggressive mineral lease program in the
Breece Hill area where,  150.5 gross acres have been acquired.  The leases where
obtained on a small  royalty  basis for  periods of 10 to 20 years.  No cash was
involved.  The lease acquisition  program began in July 2000. Other areas in the
Leadville district are also being targeted for property acquisition with special
emphasis on locations where historically,  large amounts of precious metals were
mined in the 19th century.

Management  believes that the Company's  Breece Hill  properties  may have strip
mining  potential  for the  extraction  of gold and silver  from  shallow  oxide
deposits.  The  metallurgy  would  employ leach  technology  at a site chosen on
Breece Hill. Gold and silver  extraction would not require smelter  interaction.
Although the results of exploration continue to be promising,  a final prognosis
of the results must await completion of the interim project.

The Company has conducted extensive diamond  core-drilling from the 5th level of
the Hopemore mine,  targeting  potential mineral horizons in a wide arc directed
downward  to and,  below the 8th level.  The  objectives  consist of fissure and
replacement  targets  associated  with the #4,  #5,  #69 and #70  veins  and the
B-Zone.  The result of core  drilling  to date has  indicated  the  presence  of
pervasive, low-grade gold/silver mineralization throughout the target area and a
number of high-grade gold and silver structures,  which require further drilling
to  define  size and  grade.  Longhole


                                       1
<PAGE>

drilling  on the east,  7th level also  indicated  the  presence  of  pervasive,
low-grade gold/silver mineralization.

The  discovery  of extensive  low-grade  gold/silver  mineralization  within the
Hopemore mine workings  combined with similar surface  indications  prompted the
Company to initiate an  exploration  program  with the  objective  of locating a
surface mineable body of silver and gold.

The capital cost to establish an open pit, heap leach mining operation on Breece
Hill,  if  economically  feasible,  could range from $10 to $15 million or more.
Financing  would  likely  be  through  bank  loans,  joint  venture  or  private
placement.  Normal  expenditures  for the new fiscal year such as holding  cost,
general  administration,  accounting  and legal is estimated to be $350,000 with
exploration and related activities  estimated at $455,000.  Management believes,
but cannot assure, that the Company will be able to obtain funding to accomplish
all  projected  tasks.  There can be no assurance  that current or future mining
will be profitable or that additional funding can be obtained. Assuming that the
Company is able to obtain  adequate  funding,  the  continuation  of the Company
projects can be maintained.  (See "Part II, Item 6, Management's  Discussion and
Analysis of Financial Condition and Results of Operations; Liquidity and Capital
Resources).

All  activities  at the mine  site are  performed  by  persons  employed  by the
Company.

The Company has a mill situated on a 20.73-acre  site.  Construction of the mill
began in 1987 and was completed in August of 1989.  The mill is not in operation
at this time. An agreement between the Company and ASARCO,  whereby ASARCO would
smelt Company  metallic  concentrates  terminated  June 30, 2000.  Such services
would not be required if heap leach technology is employed in future operations.

The Company's mill will remain on standby in the event that  high-grade  gold is
discovered in commercial  quantities or for possible custom milling purposes.  A
future ASARCO smelting  agreement will not be needed under the circumstances and
any refining will be carried out at the mill site.

Competition

There is intense competition in the acquisition of viable mining properties. The
Company is  currently  active in a program  of  property  acquisition  where the
possibility of finding ore is promising.  The Company  believes that there is no
material  competition in the sale of metallic  products because prices are based
upon standards  established by the commodity  exchange  (London Metals  Exchange
market).

Employees

As of July 31, 2000,  the Company has 10 full time  employees,  consisting  of 2
executive officers, 7 mine laborers, and 1 administrative personnel.


                                       2
<PAGE>

Item 2. Description of Properties

The  Company  owns the  following  mining  claims,  all of which are  located in
California Mining District, Lake County, Colorado.

                                 Patented Claims

<TABLE>
<CAPTION>
                                                             Gross                   Net
 Percent                                                    Acreage                Acreage
Ownership         CLAIM NAME                  CLAIM#       of Claim     % Owned    of Claim     Section
<S>           <C>                             <C>           <C>          <C>          <C>       <C>
 12%                Colman                     9747           1.5         0.12        0.2       20-9-79
 44%              President                    8942                       0.44        3.0       20-9-79
  3%          Big Six (West End)               1616           3.7         0.03        0.1       20-9-79
  3%                Elbert                     4163           9.9         0.03        0.3       20-9-79
  3%              Greenwood                     630           9.4         0.03        0.3       19-9-79
  3%             Little Maud                    758           4.9         0.03        0.1       20-9-79
  6%          Big Six (West End)               1616                       0.06        0.2       20-9-79
  6%                Elbert                     4163                       0.06        0.6       20-9-79
  6%              Greenwood                     630                       0.06        0.5       19-9-79
  6%             Little Maud                    758                       0.06        0.3       20-9-79
 50%                Medium                    13344           4.8         0.50        2.4       20-9-79
 50%                Medium                    13344                       0.50        2.4       20-9-79
 13%              Great Hope                    489          10.3         0.13        1.3       20-9-79
  8%          Big Six (West End)               1616                      0.083        0.3       20-9-79
  8%                Elbert                     4163                      0.083        0.8       20-9-79
  8%              Ishpeming                    1018           8.2        0.083        0.7       20-9-79
  8%                 KRL                       4299           4.7        0.083        0.4       20-9-79
  8%             Little Maud                    758                      0.083        0.4       20-9-79
  8%            Mineral Farms                  1359           9.1        0.083        0.8       20-9-79
  8%              Minnesota                    2651           2.8        0.083        0.2       20-9-79
  8%                 Park                       838         10.3         0.083        0.9       20-9-79
  8%                Park#2                      897           9.7        0.083        0.8       20-9-79
  8%             Silver Cloud                  1016           4.9        0.083        0.4       20-9-79
  8%                 Snow                      4161           3.7        0.083        0.3       20-9-79
  8%                 XYT                       4162           7.1        0.083        0.6       20-9-79
100%              Cora Belle                   3919           6.7        1.000        6.7       20-9-79
100%               Comstock                    1542           3.5         1.00        3.5       20-9-79
100%              Homestake                    1540           7.6         1.00        7.6       20-9-79
100%              Lady Jane                     491           8.9         1.00        8.9       20-9-79
100%           Little Chippewa                  655           9.9         1.00        9.9       20-9-79
100%             Silver Spray                  1539           2.1         1.00        2.1       20-9-79
100%             Wade Hampton                  1538           6.1         1.00        6.1       20-9-79
100%                 Ohio                       584           1.1         1.00        1.1
100%              St. Louis                     558           8.0         1.00        8.0       21-9-79
100%               St. Ann                     4640           6.7         1.00        6.7       21-9-79
 92%                 XYT                       4162                       0.92        6.5       20-9-79
</TABLE>


                                        3
<PAGE>

<TABLE>
<S>           <C>                    <C>               <C>                <C>       <C>         <C>
 83%              Ishpeming                    1018                       0.83        6.9       20-9-79
100%             Grand Prize                 473 AM           4.5         1.00        4.5       20-9-79
100%                Curran                      449           8.8         1.00        8.8       20-9-79
100%               Comstock                    3613    unpatented         1.00        9.7       20-9-79
100%              Golden rod                   9441           4.0         1.00        4.0       20-9-79
100%            Highland Chief                  429           2.1         1.00        2.1       20-9-79
100%            Highland Mary                   539           6.6         1.00        6.6       20-9-79
100%             Robert Burns                   538           9.9         1.00        9.9       20-9-79
  6%              President                    8942           6.9         0.06        0.4       20-9-79
 13%           Little Galesburg                1176           6.0         0.13        0.1       20-9-79
 16%               Ballard                      589           3.2         0.16        0.5       20-9-79
 75%           Free America #2                 1177           4.2         0.75        3.2       20-9-79
 38%            Little Bertha                   504           8.4         0.38        3.1       20-9-79
 32%             J G Fraction                 13251           1.7         0.32        0.6       20-9-79
 50%              Greenback                    1043           4.0         0.50        2.0       19-9-79
  8%               Chestnut                     712           9.4         0.08        0.8       30-9-79
100%            Codfish Balls                   767           2.6         1.00        2.6       19-9-79
 39%               Pyrenees                    1537           6.8         0.39        2.6       19-9-79
100%                R A M                      1566           5.9         1.00        5.9       19-9-79
100%               Cyclops                     1567           8.7         1.00        8.7       19-9-79
100%                Devlin                     1579           7.6         1.00        7.6       19-9-79
 50%          PRIDE OF THE WEST                3963           0.9         0.50        0.4       19-9-79
 63%             PROSPERINE &                  5214           9.9         0.63        6.2       19-9-79
 96%              PHARMACIST                  11617           1.2         0.96        1.2       19-9-79
 38%                 EMMA                       756           8.3         0.38        3.1       29-9-79
 50%               NEW YORK                    1294          10.1         0.50        5.1       23-9-79
 50%               CHICAGO                     1295          10.2         0.50        5.1       23-9-79
 50%             BELLE PLACER                  2778         129.0         0.50       64.5       14-9-79
 13%             BELLE PLACER                  2778                       0.13       16.8       14-9-79
100%                MIKADO                     8015           9.3         1.00        9.3       23-9-79
 88%                COLMAN                     9747           1.5         0.88        1.3       20-9-79
 75%                PUEBLO                    12718          36.6         0.75       27.5       23-9-79
100%            PT ZUNI PLACER       Personal prop.          22.0         1.00       22.0
100%                 JUDY                CMC-248957          18.0         1.00       18.0         14&23
100%              COLUMBINE              CMC-248958           7.3         1.00        7.3         14&23

    totals owned                                            540.8                   363.2
</TABLE>

The Company  additionally owns 20.73 acres located in the same area, namely, the
California  Mining  District,  Lake County,  Colorado on which its mill site for
processing of ore is located.

The Company owns or has rights to mine the foregoing  claims as  indicated.  The
Company has not formed any partnership  regarding these claims, nor is there any
associations  whereby  profits  or  expenses  are to be  shared.  The claims are
located approximately 2.5 miles northeast of the


                                       4
<PAGE>

town of  Leadville,  Colorado by County  Road.  The  principal  acreage  forms a
contiguous  group and is located on a  prominent  topographic  feature  known as
Breece Hill. See below.

History Hopemore Mine

The Leadville  mining district is located 100 miles west of Denver,  Colorado in
the heart of the Rocky  Mountains.  The  weather is harsh with long  winters and
short summers.

The  Company's  properties  are  within  the  high  gold  zone of the  Leadville
district,  which was  dominated by the Ibex Mines on Breece Hill.  The high gold
zone has produced  approximately  3 million ounces of gold. The average grade of
ore from the  Hopemore  area is not known.  On  adjacent  properties  a weighted
average of  siliceous  precious  metal ore  shipments  from the Garbutt Lode and
South Ibex Stockwork between 1913 and 1922 is 0.850 OPT Au, and 4.97 OPT Ag from
63,796 tons.

Historically, the Company's properties were worked as two separate mining areas,
the Hopemore  shaft in the Ibex area and the Penn Group area further  west;  and
the ores were not  concentrated  by milling  but were  shipped  directly  to the
Arkansas Valley Smelter in Leadville.

Work by the Company  started in 1984 with  acquisition of the Comstock  Hopemore
Group of claims.  Retimbering  of the entire  Hopemore shaft followed along with
establishment of the new 7th level, partial  rehabilitation of the other levels,
several raises, the 5th level connection with the Hunter shaft,  construction of
a mill and the present retimbering of the Hunter escape shaft.

The  Hopemore  shaft was  worked as part of the Ibex mines  until  approximately
1902. The Hopemore shaft was sunk in 1907 to reach the 7th level of the Ibex No.
4 mine. Large replacement ore bodies in the Leadville  dolomite (Blue limestone)
lie on the  hanging  wall side  (southwest)  of the Ibex No. 4 vein.  The ore is
associated  with a large  magnetite  skarn  replacement  body  in the  Leadville
dolomite.  The Leadville  dolomite on the footwall (east) side of the Ibex No. 4
vein was mined via the Hunter Shaft.

Ground conditions in the district generally do not allow open stopes, therefore,
square  setting  and  backfilling  with  waste  of  low-grade  ore was  commonly
practiced.  When the large ore bodies of the Hopemore  were mined,  zinc sulfide
ore was of no value. High zinc ore was penalized at the local lead smelter,  and
it is  believed  that  much  of the  backfill  may  be  high-grade  (+12%)  zinc
mineralization.


                                       5
<PAGE>

                                     GEOLOGY

                               Exploration Targets

Hopemore Mine Exploration Target

The Hopemore area has been mined from the Ibex No. 7 level. The lower host rocks
of the  Manitou and Dyer  formations  are  thought to remain  unexplored.  Steep
sulfide  veins  commonly  control the  mineralized  zones.  Four veins have been
identified  which  could feed  replacement  mineral  bodies in these  underlying
formations.  The potential  mineral bodies are massive sulfide and could contain
between  25,000 to 80,000  tons each of  mineralized  material.  [Scott  Hazlitt
Geological Report, Leadville Mining & Milling Properties, January 1993, Page 7].

The  Company's  holdings in the Hopemore area are in a location that should have
good ground preparation for vein deposits. Vein mineralization is not limited to
specific host rocks and may form mineable bodies of mineralization. The veins in
the gold belt of the  Leadville  district are  generally  low in base metals and
higher  in  quartz  and  precious  metals.  [Scott  Hazlitt  Geological  Report,
Leadville  Mining & Milling  Properties,  January  1993,  Page 7]. The  expected
tonnage  from  veins  would be 5,000 to  25,000  tons of  mineralized  material.
[Emmons, et. al., 1927.Fig.98, 99]

Penn Group Mines

The lease on these  properties  has expired and the Company is in the process of
determining whether to renew the lease.

Geology and Potential Reserves

The ore  deposits in the  Leadville  district  include  precious  and base metal
massive  sulfide  veins and  carbonate  hosted  deposits  near surface  oxidized
deposits,  gold bearing  magnetite  skarns,  and gold rich veins.  The major ore
bodies  are  hosted  in  Paleozoic  aged,  shelf  carbonate  rocks  with a total
thickness of 600 feet.

These  sedimentary  rocks have been  intruded by a series of sills and dikes and
faulted,  resulting in complex geology.  The Company's properties are located on
Breece Hill,  which is a major intrusive  center,  and contain gold,  silver and
base metal minerals.

Mineralized Material

Tons      Au in OPT    Ag in OPT      %PB      %ZN      %Cu
----      ---------    ---------      ---      ---      ---

121,200     0.178        8.63        3.98     12.2      0.35


                                       6
<PAGE>

[Donald  Wilson,  August 14, 1989,  report on Properties  of Leadville  Mining &
Milling  Corp.  Donald  Wilson,  February  1994,  Ore Reserves on  Properties of
Leadville Mining & Milling Corp. Mr. Wilson was the President of the Company.]

Hopemore  Mining Co.  bases  80,000 tons of this total upon  representations  at
cessation of mining  activities in 1913.  Another  30,000 tons is represented by
the 640 "Zinc Stope" which is accessed by the 740-service raise and is above the
Hopemore 6th level (old Ibex 7th level).

The B-Zone mineral body is situated in a shaly member of the Peerless Formation.
The mineralized thickness of the shale bed is approximately 17 feet, situated in
block 729, the 7th level. Core and longhole drilling indicated the existence of
a wide range of gold values hosted in predominately pyrite. High gold grades
were found to be generally associated with veins and veinlets near the #5 vein
but diminished rapidly away from that structure.

                        Location of Mineralized Material

 Tons      Area                Au         Ag        Pb        Zn        Cu
 ----      ----                --         --        --        --        --

           #4 Vein 7 level

  300  N 1/2 Block 428        0.14        8.4      2.65      4.40      0.55
  300  S 1/2 Block 428        0.40       16.0
  600  S 1/2 Block 441        0.11        9.2      1.95      7.90      1.30

           #4 Vein 6 level

  100  N 1/2 Block 428        0.78      45.90      2.40      4.10      0.70
  400  N 1/2 Block 428        0.16      13.20      2.10      4.70      0.35

           #4 Vein (North Split)

  600  N 1/2 Block 428        0.15      15.10      2.35      3.30      0.40
  200  N 1/2 Block 428        0.36      23.70      2.10      4.10      0.46

           7 level "B" Zone

  6 640 Stope Area

 17,325  Blocks 440, 441     0.092       5.80      3.95     16.20      0.40

           7 level

  3,200  Block 475            0.11       9.70      4.25     16.00      0.35


                                       7
<PAGE>

           6 level

    500  Block 475            0.26       4.30      2.50      6.00      0.30

       #4 Vein 5 level

    300  S 1/2 Block 430 and
           N 1/2 Block
             441              0.07       9.10      1.55      2.90      6.30

--------------------------------------------------------------------------------
121,200  Total               0.178       8.63      3.98     12.20      0.35


[Donald L. Wilson,  Report on the Properties of Leadville Mining & Milling Corp.
August 14, 1989. Mr. Wilson was the President of the Company].

Weston Fault Massive Sulfide Exploration Targets

The Weston  fault forms the  western  boundary  of the  down-dropped  block that
contains  the  deposits or the Black Cloud mine south and east of the  Company's
properties.  The  Hopemore-Hunter  workings are separated from the Penn Group by
the Weston fault that has had a complex history of movement. Early compressional
tectonics  are  believed  to have  resulted  in minor  over  thrusting  and drag
folding,  possibly  similar to that  along the  Tucson  Main Fault on Iron Hill.
Later normal faulting  resulted in a near vertical  structure with the east side
down  faulted.  These two episodes of movement are believed to have produced two
strands of the Western  Fault.  The ground  between the two strands of the fault
should have  undergone  good ground  preparation  and may contain the  favorable
carbonate  section for massive  sulfide blanket  mineralization.  [Scott Hazlitt
Geological Report, Leadville Mining & Milling Properties, January 1993, Page 8].

Weston Fault Stockwork Breccia Exploration Targets

Along the  southern  strike of the Weston fault zone,  intersecting  faults have
hosted  stockwork  breccia  zones that  contain  precious  metals and are low in
sulfides.  The Antioch mine produced a siliceous  gold ore contained in a broken
and  brecciated  porphyry  body  between  two  fault  strands.  Another  similar
stockwork  breccia zone is known as the South Ibex  stockwork  or Capital  stope
that contained  approximately  250,000 tons of ore. There are two strands of the
Weston fault on the Company's  property.  The strike  length  controlled is from
1,400-1,600 feet. [Scott Hazlitt Geological  Report,  Leadville Mining & Milling
Properties, January 1993, Page 9].


                                       8
<PAGE>

Planned Exploration

1.   Continue R.C. drilling of Hunter location,  as required in drilling as well
     as offset drilling.

2.   Continue  R.C.  drilling  N.W.  end of Breece  Hill  magnetic  anomaly,  as
     required.

3.   R.C. drilling of certain  properties in the Leadville Mining district which
     are presently subject to a leasing effort.

4.   Continue underground exploration of Hunter and Hopemore ground by drift and
     longhole drilling.

5.   Mapping and digitizing  exploration  results to produce a computer model of
     exploration results.

6.   Examine other mines and mineral deposits for acquisition.

This project will cost approximately $455,000 and require approximately one year
to accomplish.  Additional financing may be required if certain acquisitions are
made.  See "Part II, Item 6.  Management's  Discussion and Analysis of Financial
Condition and Results of Operations- Liquidity and Capital Resources."

Item 3. Legal Proceedings

The Company is not presently a party to any material litigation.

Item 4. Submission of Matters to a Vote of Security holders

No matters were  submitted to a vote of the  Company's  shareholders  during the
fourth quarter of fiscal 2000.


                                     PART II

Item 5. Market for Common Equity and Related Stockholder Matters

     (a)  Marketing  Information  -- The  principal  U.S.  market  in which  the
Company's common shares (all of which are of one class,  $.0001 par value Common
Stock)  are  traded or will trade is in the  over-the-counter  market  (Bulletin
Board  Symbol:  "LMMI").  The  Company's  stock is not  traded  or quoted on any
Automated Quotation System.

The  following  table  sets  forth the  range of high and low bid  quotes of the
Company's  Common  Stock per quarter for the past two fiscal years and the first
quarter of fiscal 2000 as  reported by the OTC  Bulletin  Board  (which  reflect
inter-dealer prices without retail mark-up,  mark-down or commission and may not
necessary represent actual transactions).


                                       9
<PAGE>

                          MARKET PRICE OF COMMON STOCK

Quarter Ending                        High      and    Low Bid
--------------                        ------------------------

July 31, 2000                        0.5313            0.36
April 30, 2000                       2.8125            0.3438
January 31, 2000                     1.875             0.5313
October 31, 1999                     1.2813            0.7813

July 31, 1999                        1.9063            1.0625
April 30, 1999                       2.5313            1.1875
January 31, 1999                     1.9063             .47
October 31, 1998                      .65625            .39

     (b) Holders -- The  approximate  number of  recordholders  of the Company's
Common  Stock,  as of  October  27,  2000  amounts to 1,510  inclusive  of those
brokerage firms and/or  clearing houses holding the Company's  common shares for
their  clientele  (with each such  brokerage  house and/or  clearing house being
considered  as one  holder).  The  aggregate  number of  shares of Common  Stock
outstanding is 26,081,843 as of October 27, 2000.

     (c)  Dividends -- The Company has not paid or declared any  dividends  upon
its Common  Stock since its  inception  and, by reason of its present  financial
status and its  contemplated  financial  requirements,  does not  contemplate or
anticipate paying any dividends upon its Common Stock in the foreseeable future.

During the quarter ended July 31, 2000, the Company issued the following  shares
of its common stock  pursuant to the  exemption  from  registration  provided by
Section  4(2) of the  Securities  Act of 1933.  The Company sold an aggregate of
1,362,599  shares for an aggregate  of $286,857 to 41 persons.  The Company also
issued 30,917 shares to two individuals for services of $11,543.

Item 6. Management's  Discussion and Analysis of Financial Condition and Results
of Operations.

Cautionary Statement on Forward-Looking Statements

Except for the historical  information contained herein,  certain of the matters
discussed in this annual report are "forward-looking  statements," as defined in
Section 21E of the Securities  Exchange Act of 1934, which involve certain risks
and  uncertainties,  which could cause actual results to differ  materially from
those discussed herein including, but not limited to, risks relating to changing
economic  conditions,  changes  in the  prices of  minerals  and the  results of
testing and actual mining.


                                       10
<PAGE>

The Company cautions readers that any such forward-looking  statements are based
on  management's  current  expectations  and beliefs but are not  guarantees  of
future performance.  Actual results could differ materially from those expressed
or implied in the forward-looking statements.

Fiscal 2000 Compared to Fiscal 1999

     Results of Operations

During the fiscal year ended July 31, 2000,  the Company  continued  exploration
and  development  activity  at its  gold/silver/base  metal  mining  project  in
Colorado.  During  this time,  the  Company  did not  receive  revenue  from its
operations  although it expended  considerable  sums for the  development of its
proposed mining and milling operation. (See "Liquidity and Capital Resources").

The primary  effort during fiscal 2000 was  exploration  of the Hopemore mine by
longhole,  diamond core drilling,  tunneling and drifting.  In addition, an R.C.
drilling  program was  initiated on Breece Hill in search of a surface  mineable
deposit of gold and silver.

During the year, the Company  drilled  approximately  7,800 feet of diamond core
hole in the  Hopemore  mine,  directing  the  drill  towards  projected  targets
associated with the #4, #5, #69 and #70 veins and B-Zone. Much of the drill core
exhibited  low-grade  gold/silver   mineralization  and  included  a  number  of
high-grade gold and silver  intervals that require further drilling to determine
size and grade.  The  exploratory  effort was judged to have  served its primary
purpose to test promising  targets and to locate sites of potential,  high-grade
gold ore. The  underground  drilling  program also  provided  vital  information
which,  when combined with surface  geological  data such as oxidized  material,
casts, box works, and jasperoid from old mine dumps, contributed to the decision
to initiate the R.C. drilling  program,  in search of a surface mineable deposit
of gold and silver.

The Phase #1 R.C.  drilling  program on Breece Hill  generally  covered the area
occupied by the Hunter,  Old Highland Chief,  Highland Mary and President mines.
The drill  site  measured  1/4 mile in length  and 500 feet in width.  The drill
results were logged,  mapped and digitized.  The  evaluation is continuing.  The
Phase #2 program  followed  Phase #1 after a short time interval and covered the
northwest end of the Breece Hill magnetic  anomaly near Adelaide  Park, but also
included  additional  drilling  at the Hunter  location.  The Phase #2  drilling
program and evaluation is also continuing.  A total number of 34 R.C. holes have
been  drilled to date,  each  varying  in depth  from 350 to 600 feet,  totaling
17,190 feet of hole. The  preliminary  results of drilling  suggest the possible
existence  of a body of near  surface  gold/silver  mineralization  that  may be
amendable to open pit-mining methods. More information is needed before this can
be confirmed.

During fiscal year 2000, the Company engaged in an aggressive  effort to acquire
new  mineral  leases on Breece  Hill.  This  effort has been  successful  and is
continuing.  As a result,  the Company was able to acquire an  additional  150.5
gross acres and 63.0 net acres. This acreage was leased on a royalty basis for a
period of 10 to 20 years.


                                       11
<PAGE>

The Company  generated no revenues from operations during the fiscal years ended
July 31,  2000 and 1999.  There were de minimis  non-operating  revenues  during
these periods of $1,945 and $1,519, respectively.

Over all, costs and expenses  decreased by $434,001  (approximately  22.1%) from
1999 ($1,965,286) to 2000 ($1,531,285).

Mine expenses increased by $299,630  (approximately  61.6%) from 1999 ($486,730)
to 2000  ($786,360).  The  increase in mine  expenses  resulted  primarily  from
expanded work at the mine.

Selling,   general   and   administrative   expenses   decreased   by   $733,631
(approximately 49.8%) from 1999 ($1,473,234) to 2000 ($739,603) primarily due to
a decrease in the cost of raising capital.

As a result, the Company's net loss for 2000 was $1,530,020,  which was $434,427
(approximately 22.1%) less than its 1999 loss of $1,964,447.

Liquidity and Capital Resources

As of July 31, 2000, the Company had working capital of $8,729.  The Company can
only  continue  as a going  concern  in the  event  that it  obtains  additional
capital.  As noted  above,  management  anticipates  that it will  need at least
$805,000  in order to carry out its plans for  fiscal  2001 which  includes  the
costs of  administration  and mine related  activities.  To the extent that cash
flow is unavailable,  management  intends to raise all necessary capital through
the sale of its securities and/or debt financing.

Specific plans to obtain  financing will most likely include private  placements
of  the  Company's  securities  to  institutions;   private  individuals  and/or
investment  groups.   During  fiscal  2000,  the  Company  raised  approximately
$1,074,455  through the sale of common stock. These investments have enabled the
Company to initiate R.C. drilling from the surface,  core drilling and long hole
drilling from  underground and to drive tunnels and drifts from the Hopemore 7th
level and conduct metallurgical testing of B-zone minerals.


                                       12
<PAGE>

Assuming that the Company is able to obtain funds, planned activities over the
         next year, in order of priority, are as follows:

                                                       Estimated Time Required
                                                       to Complete (or Operating
                                                       Time),
       Activity                       Estimated Cost   Assuming Funding
       --------                       --------------   ----------------

(a) Hunter - R.C. Drilling            $ 30,000           12 Months
      5 Holes

(b) Magnetic Anomaly                  $ 60,000           12  Months
      R.C. Drilling 10 holes

(c) Foot Hills Location               $120,000           12 Months
      20 Holes

(d) Mapping and digitizing            $ 20,000           12 Months

(e) Underground exploration           $200,000           12 Months

(f) Examination of other              $ 25,000           12 Months
      Properties For Acquisition
                                      --------------
         TOTAL                        $455,000

Aside from the above  planned  activities,  the Company's  basic  administrative
capitals needs (e.g. rent, salaries,  utilities, etc.) are approximately $29,000
per  month  ($350,000  per  year).  Management  has  been  funding  these  basic
requirements  and hopes to  continue  to fund  these  requirements  through  the
private  sale of its Common  Stock.  During the year  ended July 31,  2000,  the
Company obtained approximately $1,074,456 from the private sale of Common Stock.

During the fiscal  year the  Company  needs  approximately  $805,000 in order to
complete the planned  projects.  In the event not all funds are available,  some
projects could be curtailed or eliminated

There is no assurance  whatsoever that the Company will generate any significant
revenues  from  its  initial  mining  operations  or that  any of the  Company's
proposed  plans to raise  capital  and  otherwise  fund  operations  will  prove
successful.  The Company's inability to obtain sufficient funding will delay the
Company's  planned  operations  or,  possibly,  force the  Company  to go out of
business.


                                       13
<PAGE>

Environmental Issues

Management  does not  expect  that  environmental  issues  will have an  adverse
material  effect on the  Company's  liquidity  or  earnings.  Before  any mining
development or mining  exploration or construction of milling  facilities  could
begin, it was necessary to meet all  environmental  requirements  and to satisfy
the regulatory  agencies in Colorado that the Company's proposed procedures fell
within the boundaries of sound environmental  practice. The Company is bonded to
insure  procedures  and  reclamation  of any areas  disturbed  by the  Company's
activities.  In 1997,  the Mined Land  Reclamation  Board reviewed the Company's
permit and bond and determined  that an increase in the bond was  necessary.  At
that time, the Company placed an additional  $6,000 in escrow against any future
indemnity.  The Company again  increased  the bond by an additional  $24,550 and
$5,600, respectively on March 14, 2000 and July 25, 2000.

Part of the Leadville  Mining  District was declared a Superfund  site.  Several
mining  companies  and one  individual  were  declared  defendants in a possible
lawsuit.  The Company was not named a defendant or Possible  Responsible  Party.
The Company did  respond in full detail to a lengthy  questionnaire  prepared by
the Environmental  Protection  Agency ("EPA")  regarding the Company's  proposed
procedures and past activities in November 1990. To the Company's knowledge, the
EPA has initiated no further comments or questions.

The Company  does  include in all its internal  revenue and cost  projections  a
certain amount for environmental and reclamation costs on an ongoing basis. This
amount is determined at a fixed amount of $1.50 per ton of material to be milled
on a continual,  ongoing basis to provide for further tailing disposal sites and
to reclaim the  tailings  disposal  sites in use.  At this time,  there does not
appear to be any environmental  costs to be incurred by the Company beyond those
already   addressed  above.  No  assurance  can  be  given  that   environmental
regulations  will not be changed in a manner  that  would  adversely  affect the
Company's planned operations.

Item 7. Financial Statements.

For the Financial  Statements  required by Item 7 see the  Financial  Statements
included elsewhere in this Form 10-KSB.


                                       14
<PAGE>

                       LEADVILLE MINING AND MILLING CORP.
                        (A DEVELOPMENT STAGE ENTERPRISE)


                          INDEX TO FINANCIAL STATEMENTS
                       FILED WITH THE ANNUAL REPORT OF THE
                             COMPANY ON FORM 10-KSB



                        FOR THE YEAR ENDED JULY 31, 2000



REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

BALANCE SHEET AS OF JULY 31, 2000, LEADVILLE MINING AND MILLING CORP.

STATEMENT OF OPERATIONS FOR THE YEARS ENDED JULY 31, 2000 AND JULY 31, 1999, AND
FOR THE PERIOD SEPTEMBER 17, 1982 (INCEPTION) TO JULY 31, 2000, LEADVILLE MINING
AND MILLING CORP.

STATEMENT OF CHANGES IN  STOCKHOLDERS'  EQUITY FOR THE PERIOD SEPTEMBER 17, 1982
(INCEPTION) TO JULY 31, 2000, LEADVILLE MINING AND MILLING CORP.

STATEMENT OF CASH FLOWS FOR THE YEARS ENDED JULY 31, 2000 AND JULY 31, 1999, AND
FOR THE PERIOD SEPTEMBER 17, 1982 (INCEPTION) TO JULY 31, 2000, LEADVILLE MINING
AND MILLING CORP.

NOTES TO FINANCIAL STATEMENTS


                         ------------------------------

Other  schedules not submitted are omitted,  because the information is included
elsewhere in the financial  statements or the notes  thereto,  or the conditions
requiring the filing of these schedules are not applicable.

As to certain matters,  the financial  statements  herein differ in presentation
from,  and include  data which are not  contained  in, the  Company's  published
financial statements to stockholders.  Such presentation and additional data are
submitted  solely for the purpose of complying  with the  applicable  accounting
requirements of Form 10-KSB and Regulation S-X.

<PAGE>

REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

To The Board of Directors & Shareholders of
Leadville Mining and Milling Corp.

We have audited the  accompanying  balance sheet of Leadville Mining and Milling
Corp. (A  Development  Stage  Enterprise)  as of July 31, 2000,  and the related
statements of  operations,  changes in  stockholders'  equity and cash flows for
each of the two  years in the  period  ended  July 31,  2000 and for the  period
September 17, 1982 (Inception) to July 31, 2000. These financial  statements are
the responsibility of the Company's management. Our responsibility is to express
an opinion on these financial statements based on our audits.

We  conducted  our  audits  in  accordance  with  generally   accepted  auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An audit also includes
assessing the  accounting  principles  used and  significant  estimates  made by
management,  as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all material  respects,  the financial  position of Leadville Mining and Milling
Corp. (A  Development  Stage  Enterprise) as of July 31, 2000 and the results of
its  operations and its cash flows for each of the two years in the period ended
July 31, 2000 and for the period September 17, 1982 (Inception) to July 31, 2000
in conformity with generally accepted accounting principles.

The  accompanying  financial  statements  have been  prepared  assuming that the
Company  will  continue  as a  going  concern.  As  discussed  in  Note 1 to the
financial statements, the Company has incurred recurring losses through July 31,
2000 of $9,809,864 that raises  substantial  doubt about its ability to continue
as a going concern.  Management's plans in regard to these matters are described
in Note 8. The financial  statements do not include any  adjustments  that might
result from the outcome of this uncertainty.


                                               WOLINETZ, LAFAZAN & COMPANY, P.C.

Rockville Centre, New York
October 15, 2000


                                      F-1
<PAGE>

                       LEADVILLE MINING AND MILLING CORP.
                        (A DEVELOPMENT STAGE ENTERPRISE)
                                  BALANCE SHEET
                                  JULY 31, 2000


                                     ASSETS

Current Assets:
  Cash                                                             $     49,422
  Loans Receivable                                                       14,550
  Other Current Assets                                                    3,179
                                                                   ------------
     Total Current Assets                                                67,151
                                                                   ------------

Property and Equipment (Net of
  Accumulated Depreciation of $360,798)                               1,344,853
                                                                   ------------

Other Assets:
  Mining Reclamation Bonds                                               41,150
  Security Deposit                                                        3,667
                                                                   ------------
     Total Other Assets                                                  44,817
                                                                   ------------

Total Assets                                                       $  1,456,821
                                                                   ============


                      LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities:
  Accrued Expenses and Taxes                                       $     53,514
  Note Payable - Current Portion                                          4,908
                                                                   ------------
     Total Current Liabilities                                           58,422

Long Term Liabilities
  Note Payable - Net of Current Portion                                   5,492
                                                                   ------------
     Total Liabilities                                                   63,914
                                                                   ------------

Commitments and Contingencies

Stockholders' Equity:
  Common Stock, Par Value $.001 Per Share;
    Authorized 150,000,000 shares; Issued and
    Outstanding 24,024,096 Shares                                        24,024
  Capital Paid In Excess of Par Value                                11,178,747
  Deficit Accumulated in the Development Stage                       (9,809,864)
                                                                   ------------
     Total Stockholders' Equity                                       1,392,907
                                                                   ------------

Total Liabilities and Stockholders' Equity                         $  1,456,821
                                                                   ============



The accompany notes are an integral part of the financial statements.


                                      F-2
<PAGE>

                       LEADVILLE MINING AND MILLING CORP.
                        (A DEVELOPMENT STAGE ENTERPRISE)
                             STATEMENT OF OPERATIONS

<TABLE>
<CAPTION>
                                                                                                    For The Period
                                                            For The Year Ended                     September 17,1982
                                                                  July 31,                            (Inception)
                                                   -------------------------------------                  To
                                                       2000                     1999                 July 31, 2000
                                                   ------------             ------------             ------------
<S>                                                <C>                      <C>                      <C>
Revenues:
  Interest Income                                  $      1,475             $        919             $    711,505
  Miscellaneous                                             470                      600                   26,276
                                                   ------------             ------------             ------------

    Total Revenues                                        1,945                    1,519                  737,781
                                                   ------------             ------------             ------------

Costs and Expenses:
  Mine Expenses                                         786,360                  486,730                3,418,039
  Selling, General and
    Administrative Expenses                             739,603                1,473,234                6,635,314
  Depreciation                                            5,322                    5,322                  360,798
  Loss on Write-Off of Investment                          --                       --                     10,000
  Loss on Joint Venture                                    --                       --                    101,700
                                                   ------------             ------------             ------------

  Total Costs and Expenses                            1,531,285                1,965,286               10,525,851
                                                   ------------             ------------             ------------

Loss Before Provision
  For Income Taxes                                   (1,529,340)              (1,963,767)              (9,788,070)

Provision For Income
  Taxes                                                     680                      680                   27,394
                                                   ------------             ------------             ------------

Net Loss                                           $ (1,530,020)            $ (1,964,447)            $ (9,815,464)
                                                   ============             ============             ============


Net Loss Per Share                                 $       (.07)            $       (.10)
                                                   ============             ============

Average Common Shares Outstanding                    21,783,072               18,801,542
                                                   ============             ============
</TABLE>

The accompanying notes are an integral part of the financial statements.


                                      F-3
<PAGE>

                       LEADVILLE MINING AND MILLING CORP.
                        (A DEVELOPMENT STAGE ENTERPRISE)
                  STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
         FOR THE PERIOD SEPTEMBER 17, 1982 (INCEPTION) TO JULY 31, 2000

<TABLE>
<CAPTION>
                                                                                                Deficit
                                                                                              Accumulated
                                                        Common Stock           Capital Paid     In The
                                                  -------------------------    In Excess of   Development
                                                    Shares         Amount       Par Value        Stage            Total
                                                  ----------     ----------     ----------     ----------      ----------
<S>                                               <C>            <C>            <C>            <C>             <C>
Balance
  September 17, 1982
  (Inception)                                            -0-     $      -0-     $      -0-     $      -0-      $      -0-

Initial Cash
  Officers - At $.001 Per Share                    1,575,000          1,575           --             --             1,575

  Other Investors -
    At $.001 Per Share                             1,045,000          1,045           --             --             1,045

Initial - Mining Claims                                 --
  Officer - At $.002 Per Share                       875,000            875            759           --             1,634

Common Stock Issued For:
  Cash At $.50 Per Share                             300,000            300        149,700           --           150,000

Net Loss                                                --             --             --           (8,486)         (8,486)
                                                  ----------     ----------     ----------     ----------      ----------

Balance - July 31, 1983                            3,795,000          3,795        150,459         (8,486)        145,768

Common Stock Issued For:
  Cash Pursuant to Initial Offering
  At $1.50 Per Share, Net of
  Offering Costs of $408,763                       1,754,741          1,755      2,221,594           --         2,223,349

Net Income                                              --             --             --           48,890          48,890
                                                  ----------     ----------     ----------     ----------      ----------

Balance - July 31, 1984                            5,549,741          5,550      2,372,053         40,404       2,418,007

Net Income                                              --             --             --           18,486          18,486
                                                  ----------     ----------     ----------     ----------      ----------

Balance - July 31, 1985                            5,549,741          5,550      2,372,053         58,890       2,436,493

Common Stock Issued For:
  Mineral Lease At $1.00 Per Share                       100           --              100           --               100

Net Income                                              --             --             --            4,597           4,597
                                                  ----------     ----------     ----------     ----------      ----------

Balance - July 31, 1986                            5,549,841          5,550      2,372,153         63,487       2,441,190
</TABLE>

The accompanying notes are an integral part of the financial statements.


                                      F-4
<PAGE>

                       LEADVILLE MINING AND MILLING CORP.
                        (A DEVELOPMENT STAGE ENTERPRISE)
           STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY - (Continued)
         FOR THE PERIOD SEPTEMBER 17, 1982 (INCEPTION) TO JULY 31, 2000

<TABLE>
<CAPTION>
                                                                                                       Deficit
                                                                                                     Accumulated
                                                      Common Stock               Capital Paid          In The
                                              -----------------------------      In Excess of        Development
                                                Shares             Amount          Par Value            Stage              Total
                                              -----------       -----------       -----------        -----------        -----------
<S>                                             <C>             <C>               <C>                <C>                <C>
Net Loss                                             --         $      --         $      --          $  (187,773)       $  (187,773)
                                              -----------       -----------       -----------        -----------        -----------

Balance - July 31, 1987                         5,549,841             5,550         2,372,153           (124,286)         2,253,417

Common Stock Issued For:
  Services Rendered At
    $1.00 Per Share                                92,000                92            91,908               --               92,000

Net Loss                                             --                --                --             (328,842)          (328,842)
                                              -----------       -----------       -----------        -----------        -----------

Balance - July 31, 1988                         5,641,841             5,642         2,464,061           (453,128)         2,016,575

Net Loss                                             --                --                --             (379,852)          (379,852)
                                              -----------       -----------       -----------        -----------        -----------

Balance - July 31, 1989                         5,641,841             5,642         2,464,061           (832,980)         1,636,723

Common Stock Issued For:
  Cash:
    At $.70 Per Share                             269,060               269           194,219               --              194,488
    At $.50 Per Share                             387,033               387           199,443               --              199,830
  Services:
    At $.50 Per Share                              68,282                68            34,073               --               34,141
  Commissions:
    At $.70 Per Share                              15,000                15               (15)              --                 --

Commissions Paid                                     --                --              (2,100)              --               (2,100)

Net Loss                                             --                --                --             (529,676)          (529,676)
                                              -----------       -----------       -----------        -----------        -----------

Balance - July 31, 1990                         6,381,216             6,381         2,889,681         (1,362,656)         1,533,406

Common Stock Issued For:
  Cash At $.60 Per Share                          318,400               319           180,954               --              181,273

Net Loss                                             --                --                --             (356,874)          (356,874)
                                              -----------       -----------       -----------        -----------        -----------

Balance - July 31, 1991                         6,699,616             6,700         3,070,635         (1,719,530)         1,357,805
</TABLE>

The accompanying notes are an integral part of the financial statements.


                                      F-5
<PAGE>

                       LEADVILLE MINING AND MILLING CORP.
                        (A DEVELOPMENT STAGE ENTERPRISE)
           STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY - (Continued)
         FOR THE PERIOD SEPTEMBER 17, 1982 (INCEPTION) TO JULY 31, 2000

<TABLE>
<CAPTION>
                                                                                                       Deficit
                                                                                                     Accumulated
                                                      Common Stock               Capital Paid          In The
                                              -----------------------------      In Excess of        Development
                                                Shares             Amount          Par Value            Stage              Total
                                              -----------       -----------       -----------        -----------        -----------
<S>                                             <C>             <C>               <C>                <C>                <C>
Common Stock Issued For:
  Cash:
    At $.30 Per Share                             114,917       $       115       $    34,303        $      --          $    34,418
    At $.50 Per Share                               2,000                 2               998               --                1,000
    At $.60 Per Share                              22,867                23            13,698               --               13,721
    At $.70 Per Share                              10,000                10             6,990               --                7,000
    At $.80 Per Share                               6,250                 6             4,994               --                5,000
    At $.90 Per Share                               5,444                 5             4,895               --                4,900
  Services:
    At $.32 Per Share                              39,360                39            12,561               --               12,600
    At $.50 Per Share                              92,353                93            46,084               --               46,177
  Exercise of Options:
    At $.50 Per Share By
      Related Party                               100,000               100            49,900               --               50,000

Net Loss                                             --                --                --             (307,477)          (307,477)
                                              -----------       -----------       -----------        -----------        -----------

Balance - July 31, 1992                         7,092,807             7,093         3,245,058         (2,027,007)         1,225,144

Common Stock Issued For:
  Cash:
    At $.30 Per Share                             176,057       $       176       $    51,503        $      --          $    51,679
    At $.50 Per Share                             140,000               140            69,964               --               70,104
    At $.60 Per Share                              10,000                10             5,990               --                6,000
    At $.70 Per Share                              17,000                17            11,983               --               12,000
    At $1.00 Per Share                             50,000                50            49,950               --               50,000
  Services:
    At $.50 Per Share                             495,556               496           272,504               --              273,000
  Commissions:
    At $.50 Per Share                              20,220                20               (20)              --                 --

Commissions Paid                                     --                --              (1,500)              --               (1,500)

Net Loss                                             --                --                --             (626,958)          (626,958)
                                              -----------       -----------       -----------        -----------        -----------

Balance - July 31, 1993                         8,001,640             8,002         3,705,432         (2,653,965)         1,059,469
</TABLE>

The accompanying notes are an integral part of the financial statements.


                                      F-6
<PAGE>

                       LEADVILLE MINING AND MILLING CORP.
                        (A DEVELOPMENT STAGE ENTERPRISE)
           STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY - (Continued)
           ----------------------------------------------------------
         FOR THE PERIOD SEPTEMBER 17, 1982 (INCEPTION) TO JULY 31, 2000
         --------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                                                        Deficit
                                                                                                      Accumulated
                                                          Common Stock             Capital Paid         In The
                                                  ----------------------------     In Excess of       Development
                                                    Shares           Amount          Par Value           Stage             Total
                                                  -----------      -----------      -----------       -----------       -----------
<S>                                                 <C>            <C>              <C>               <C>               <C>
Common Stock Issued For:
  Cash:
    At $.30 Per Share                                 149,330      $       150      $    43,489       $      --         $    43,639
    At $.50 Per Share                                 377,205              377          189,894              --             190,271
Services:
    At $.30 Per Share                                 500,000              500          149,500              --             150,000
    At $.50 Per Share                                 130,000              130           71,287              --              71,417
    At $.50 Per Share
      By Related Party                                 56,000              156           77,844              --              78,000
    At $.70 Per Share                                   4,743                4            3,316              --               3,320
  Exercise of Options For Services:
    At $.50 Per Share                                  35,000               35           17,465              --              17,500
    At $.50 Per Share
     By Related Party                                 150,000              150           74,850              --              75,000

Net Loss                                                 --               --               --            (665,909)         (665,909)
                                                  -----------      -----------      -----------       -----------       -----------
Balance - July 31, 1994                             9,503,918            9,504        4,333,077        (3,319,874)        1,022,707

Common Stock Issued For:
  Cash:
    At $.30 Per Share                                 150,000      $       150      $    49,856       $      --         $    50,006
    At $.40 Per Share                                 288,200              288          115,215              --             115,503
    At $.50 Per Share                                 269,611              270          132,831              --             133,101
    At $.60 Per Share                                 120,834              121           72,379              --              72,500
    At $.70 Per Share                                  23,000               23           16,077              --              16,100
Services:
    At $.40 Per Share                                 145,000              145           60,755              --              60,900
    At $.50 Per Share                                  75,000               75           34,925              --              35,000
Exercise of Options For:
  Cash:
  At $.50 Per Share
    By Related Party                                  350,000              350          174,650              --             175,000
Services:
  At $.50 Per Share                                    35,000               35           17,465              --              17,500

Commissions Paid                                         --               --             (1,650)             --              (1,650)

Net Loss                                                 --               --               --            (426,803)         (426,803)
                                                  -----------      -----------      -----------       -----------       -----------

Balance - July 31, 1995                            10,960,563      $    10,961      $ 5,005,580       $(3,746,677)      $ 1,269,864
</TABLE>

The accompanying notes are an integral part of the financial statements.


                                      F-7
<PAGE>

                       LEADVILLE MINING AND MILLING CORP.
                        (A DEVELOPMENT STAGE ENTERPRISE)
           STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY - (Continued)
         FOR THE PERIOD SEPTEMBER 17, 1982 (INCEPTION) TO JULY 31, 2000

<TABLE>
<CAPTION>
                                                                                                      Deficit
                                                                                                     Accumulated
                                                      Common Stock                Capital Paid         In The
                                              -----------------------------       In Excess of       Development
                                                Shares             Amount          Par Value            Stage              Total
                                              -----------       -----------       -----------        -----------        -----------
<S>                                               <C>           <C>               <C>                <C>                <C>
Common Stock Issued For:
  Cash:
    At $.40 Per Share                              75,972       $        76       $    30,274        $      --          $    30,350
    At $.50 Per Share                             550,423               550           270,074               --              270,624
    At $.60 Per Share                             146,773               147            87,853                                88,000
    At $.70 Per Share                              55,722                56            38,949                                39,005
    At $.80 Per Share                             110,100               110            87,890                                88,000

Services:
    At $.40 Per Share                             104,150               104            38,296               --               38,400
    At $.50 Per Share                              42,010                42            20,963               --               21,005
    At $.60 Per Share                               4,600                 5             2,755                                 2,760
    At $.70 Per Share                             154,393               155           107,920                               108,075

  Commissions:
     At $.35 Per Share                             23,428                23               (23)
     At $.50 Per Share                             50,545                50               (50)
     At $.60 Per Share                              2,000                 2                (2)
     At $.70 Per Share                             12,036                12               (12)

  Exercise of Options:
    Cash:
      At $.35 Per Share
        By Related Party                           19,571                20             6,830                                 6,850

    Services:
      At $.35 Per Share
        By  Related Party                         200,429               200            69,950               --               70,150
      At $.50 Per Share                            95,000                95            47,405               --               47,500

     Compensation Portion of
        Options Exercised                            --                --             261,500               --              261,500

Net Loss                                             --                --                --             (956,043)          (956,043)
                                              -----------       -----------       -----------        -----------        -----------

Balance - July 31, 1996                        12,607,715            12,608         6,076,152         (4,702,720)         1,386,040
</TABLE>

The accompanying notes are an integral part of the financial statements.


                                      F-8
<PAGE>

                       LEADVILLE MINING AND MILLING CORP.
                        (A DEVELOPMENT STAGE ENTERPRISE)
           STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY - (Continued)
         FOR THE PERIOD SEPTEMBER 17, 1982 (INCEPTION) TO JULY 31, 2000

<TABLE>
<CAPTION>
                                                                                                      Deficit
                                                                                                     Accumulated
                                                      Common Stock                Capital Paid         In The
                                              -----------------------------       In Excess of       Development
                                                Shares             Amount          Par Value            Stage              Total
                                              -----------       -----------       -----------        -----------        -----------
<S>                                               <C>           <C>               <C>                <C>                <C>
Common Stock Issued For:
  Cash:
    At $.35 Per Share                              50,000       $        50       $    17,450        $      --          $    17,500
    At $.40 Per Share                             323,983               324           128,471               --              128,795
    At $.50 Per Share                             763,881               762           381,174               --              381,936
    At $.60 Per Share                              16,667                17             9,983               --               10,000
    At $.70 Per Share                               7,143                 7             4,993               --                5,000
    At $.80 Per Share                              28,750                29            22,971               --               23,000

  Services:
    At $.50 Per Share                             295,884               296           147,646               --              147,942

  Commissions:
     At $.35 Per Share                             44,614                45               (45)
     At $.40 Per Share                             41,993                42               (42)
     At $.50 Per Share                             37,936                38               (38)

  Expense:
     At $.35 Per Share                              8,888                 9             3,099                                 3,108
     At $.40 Per Share                              9,645                10             3,848                                 3,858

  Property and Equipment
      At $.60 Per Share                             7,500                 8             4,492                                 4,500

  Exercise of Options
    Services:
      At $.35 Per Share
        By Related Party                          136,301               136            47,569                                47,705

Net Loss                                             --                --                --             (805,496)          (805,496)
                                              -----------       -----------       -----------        -----------        -----------

Balance - July 31, 1997                        14,380,900       $    14,381       $ 6,847,723        $(5,508,216)       $ 1,353,888
</TABLE>


                                      F-9
<PAGE>

                       LEADVILLE MINING AND MILLING CORP.
                        (A DEVELOPMENT STAGE ENTERPRISE)
           STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY - (Continued)
         FOR THE PERIOD SEPTEMBER 17, 1982 (INCEPTION) TO JULY 31, 2000

<TABLE>
<CAPTION>
                                                                                                      Deficit
                                                                                                     Accumulated
                                                      Common Stock                Capital Paid         In The
                                              -----------------------------       In Excess of       Development
                                                Shares             Amount          Par Value            Stage              Total
                                              -----------       -----------       -----------        -----------        -----------
<S>                                               <C>           <C>               <C>                <C>                <C>
Common Stock Issued For:
  Cash:
    At $.20 Per Share                              10,000       $        10       $     1,990        $      --          $     2,000
    At $.25 Per Share                             100,000               100            24,900               --               25,000
    At $.27 Per Share                              45,516                46            12,244               --               12,290
    At $.28 Per Share                             150,910               151            41,349               --               41,500
    At $.30 Per Share                              60,333                60            18,040               --               18,100
    At $.31 Per Share                               9,677                10             2,990               --                3,000
    At $.32 Per Share                              86,750                87            27,673               --               27,760
    At $.33 Per Share                             125,364               125            41,245               --               41,370
    At $.35 Per Share                              75,144                75            26,225               --               26,300
    At $.38 Per Share                              49,048                49            18,311               --               18,360
    At $.40 Per Share                             267,500               268           106,732               --              107,000
    At $.45 Per Share                              65,333                65            29,335               --               29,400
    At $.50 Per Share                             611,184               610           304,907               --              305,517

Services:
    At $.23 Per Share                              48,609                49            11,131               --               11,180

Exercise of Options:
  Services:
     At $.22 Per Share                             82,436                82            18,054               --               18,136
     At $.35 Per Share                            183,846               184            64,162               --               64,346

Compensation:
     At $.22 Per Share                            105,000               105            22,995               --               23,100
     At $.35 Per Share                             25,000                25             8,725               --                8,750

Commissions:
     At $.22 Per Share                             67,564                68               (68)              --
     At $.35 Per Share                            291,028               291              (291)              --

Net Loss                                             --                --                --             (807,181)          (807,181)
                                              -----------       -----------       -----------        -----------        -----------

Balance - July 31, 1998                        16,841,142       $    16,841       $ 7,628,372        $(6,315,397)       $ 1,329,816
</TABLE>


                                      F-10
<PAGE>

                       LEADVILLE MINING AND MILLING CORP.
                        (A DEVELOPMENT STAGE ENTERPRISE)
           STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY - (Continued)
         FOR THE PERIOD SEPTEMBER 17, 1982 (INCEPTION) TO JULY 31, 2000

<TABLE>
<CAPTION>
                                                                                                    Deficit
                                                                                                   Accumulated
                                                   Common Stock                  Capital Paid        In The
                                           ------------------------------        In Excess of      Development
                                             Shares              Amount           Par Value           Stage              Total
                                           -----------        -----------        -----------       -----------        -----------
<S>                                            <C>            <C>                <C>               <C>                <C>
Common Stock Issued For:
  Cash:
    At $0.20 Per Share                          12,500        $        13        $     2,487       $      --          $     2,500
    At $0.22 Per Share                          45,454                 45              9,955              --               10,000
    At $0.25 Per Share                         248,788                249             61,948              --               62,197
    At $0.27 Per Share                         132,456                132             35,631              --               35,763
    At $0.28 Per Share                         107,000                107             30,493              --               30,600
    At $0.29 Per Share                          20,000                 20              5,780              --                5,800
    At $0.30 Per Share                          49,333                 49             14,751              --               14,800
    At $0.32 Per Share                         152,725                153             48,719              --               48,872
    At $0.33 Per Share                         149,396                149             49,151              --               49,300
    At $0.35 Per Share                         538,427                538            187,912              --              188,450
    At $0.40 Per Share                          17,000                 17              6,783              --                6,800
    At $0.50 Per Share                          53,000                 53             26,447              --               26,500
    At $0.55 Per Share                           6,000                  6              3,294              --                3,300
    At $0.65 Per Share                          33,846                 34             21,966              --               22,000
    At $0.68 Per Share                          13,235                 13              8,987              --                9,000
    At $0.70 Per Share                         153,572                154            107,346              --              107,500
    At $0.90 Per Share                          57,777                 58             51,942              --               52,000
    At $1.00 Per Share                          50,000                 50             49,950              --               50,000
    At $1.10 Per Share                         150,000                150            164,850              --              165,000

Expenses:
    At $0.21 Per Share                          37,376                 37              7,812              --                7,849
    At $0.30 Per Share                          19,450                 19              5,816              --                5,835
    At $0.36 Per Share                          34,722                 35             12,465              --               12,500

Commission:
    At $0.21 Per Share                         158,426                158               (158)             --                 --
    At $0.25 Per Share                          28,244                 28                (28)             --                 --
    At $0.30 Per Share                         132,759                133               (133)             --                 --
    At $0.35 Per Share                          40,000                 40                (40)             --                 --

Services:                                       95,238                 95             19,905              --               20,000
    At $0.25 Per Share                          17,000                 17              4,233              --                4,250
    At $0.30 Per Share                         145,941                146             43,636              --               43,782
    At $0.50 Per Share                          71,808                 72             35,832              --               35,904

                                            19,612,615        $    19,611        $ 8,646,104       $(6,315,397)       $ 2,350,318
</TABLE>


                                      F-11
<PAGE>

                       LEADVILLE MINING AND MILLING CORP.
                        (A DEVELOPMENT STAGE ENTERPRISE)
           STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY - (Continued)
         FOR THE PERIOD SEPTEMBER 17, 1982 (INCEPTION) TO JULY 31, 2000

<TABLE>
<CAPTION>
                                                                                                        Deficit
                                                                                                      Accumulated
                                                           Common Stock             Capital Paid        In The
                                                   ----------------------------     In Excess of      Development
                                                      Shares           Amount         Par Value          Stage             Total
                                                   -----------      -----------      -----------      -----------       -----------
<S>                                                 <C>             <C>              <C>              <C>               <C>
Compensation portion of Cash
  Issuances                                               --        $      --        $   618,231      $      --         $   618,231

Compensation Portion of
  Options Granted                                         --               --             48,000             --              48,000

Exercise of Options:
  Cash
    At $0.10 Per Share                                 510,000              510           50,490             --              51,000

Services:
    At $0.70 Per Share                                 100,000              100           69,900             --              70,000

Compensation Portion of Options
  Exercised                                               --               --            256,900             --             256,900

Net Loss                                                  --               --               --         (1,964,447)       (1,964,447)
                                                   -----------      -----------      -----------      -----------       -----------

Balance - July 31, 1999                             20,222,615           20,221        9,689,625       (8,279,844)        1,430,002

Common Stock Issued For:
  Cash:
    At $.18 Per Share                                   27,778               28            4,972             --               5,000
    At $.20 Per Share                                  482,500              483           96,017             --              96,500
    At $.21 Per Share                                   47,500               47            9,953             --              10,000
    At $.22 Per Share                                  844,821              845          185,012             --             185,857
    At $.30 Per Share                                  100,000              100           29,900             --              30,000
    At $.35 Per Share                                  280,000              280           97,720             --              98,000
    At $.37 Per Share                                   56,000               56           19,944             --              20,000
    At $.38 Per Share                                  100,000              100           37,900             --              38,000
    At $.40 Per Share                                  620,000              620          247,380             --             248,000
    At $.42 Per Share                                   47,715               48           19,952             --              20,000
    At $.45 Per Share                                  182,445              182           81,918             --              82,100
    At $.50 Per Share                                  313,000              313          156,187             --             156,500
    At $.55 Per Share                                  122,778              123           67,377             --              67,500
    At $.58 Per Share                                   12,069               12            6,988             --               7,000

Expenses:
    At $.20 Per Share                                    4,167                4              829             --                 833
    At $.22 Per Share                                   46,091               46           10,094             --              10,140

Compensation Portion                                      --               --             94,430             --              94,430
</TABLE>


                                      F-12
<PAGE>

                       LEADVILLE MINING AND MILLING CORP.
                        (A DEVELOPMENT STAGE ENTERPRISE)
           STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY - (Continued)
         FOR THE PERIOD SEPTEMBER 17, 1982 (INCEPTION) TO JULY 31, 2000

<TABLE>
<CAPTION>
                                                                                                     Deficit
                                                                                                   Accumulated
                                                   Common Stock                Capital Paid           In The
                                         -------------------------------       In Excess of        Development
                                            Shares             Amount           Par Value             Stage                Total
                                         ------------       ------------       ------------        ------------        ------------
<S>                                        <C>              <C>                <C>                 <C>                 <C>
Exercise of Options:
  Services:
     At $.25 Per Share                         30,000                 30              7,470                --                 7,500
     At $.40 Per Share                         95,000                 95             37,905                --                38,000
     At $.50 Per Share                         25,958                 26             12,954                --                12,980

Compensation Portion                             --                 --               86,375                --                86,375

Commissions:
     At $.20 Per Share                         26,750                 27                (27)               --                  --
     At $.22 Per Share                         86,909                 87                (87)               --                  --

Compensation Portion                             --                 --                3,210                --                 3,210

Exercise of Options:
  Cash:
     At $.10 Per Share                        100,000                100              9,900                --                10,000

Exercise of Options:
  Services:
     At $.22 Per Share                        150,000                150             32,850                --                33,000

Compensation Portion                             --                 --              132,000                --               132,000

Net Loss                                         --                 --                 --            (1,530,020)         (1,530,020)
                                         ------------       ------------       ------------        ------------        ------------

Balance - July 31, 2000                    24,024,096       $     24,023       $ 11,178,748        $ (9,809,864)       $  1,392,907
                                         ============       ============       ============        ============        ============
</TABLE>


                                      F-13
<PAGE>

                       LEADVILLE MINING AND MILLING CORP.
                        (A DEVELOPMENT STAGE ENTERPRISE)
                             STATEMENT OF CASH FLOWS

<TABLE>
<CAPTION>
                                                                                                               For The Period
                                                                              For The Year Ended             September 17, 1982
                                                                                    July 31,                     (Inception)
                                                                       --------------------------------               To
                                                                           2000                 1999            July 31, 2000
                                                                       -----------          -----------          -----------
<S>                                                                    <C>                  <C>                  <C>
Cash Flow From Operating Activities:
  Net Loss                                                             $(1,530,020)         $(1,964,447)         $(9,815,464)
  Adjustments to Reconcile Net Loss to
    Net Cash Used By Operating Activities:
      Depreciation                                                           5,322                5,322              360,798
      Loss on Write-Off of Investment                                         --                   --                 10,000
      Loss From Joint Venture                                                 --                   --                101,700
      Value of Common Stock Issued For Services                             78,335              276,829            1,942,234
      Compensation Portion of Options Exercised                            340,132              846,424            1,448,056
      Changes in Operating Assets and Liabilities:
        (Increase) Decrease in Other Current Assets                           (714)              (2,281)              (3,179)
        Increase in Security Deposit                                          --                   --                 (3,667)
        Increase (Decrease) in Accrued Expenses
           and Taxes                                                           128               (7,210)              53,514
                                                                       -----------          -----------          -----------

Net Cash Used By Operating Activities                                   (1,106,817)            (845,363)          (5,906,008)
                                                                       -----------          -----------          -----------

Cash Flow From Investing Activities:
  Purchase of Property and Equipment                                          --                   --             (1,705,650)
  Investment in Joint Venture                                                 --                   --               (101,700)
  Investment in Privately Held Company                                        --                   --                (10,000)
                                                                       -----------          -----------          -----------

Net Cash Used By Investing Activities                                         --                   --             (1,817,350)
                                                                       -----------          -----------          -----------
</TABLE>

The accompanying notes are an integral part of the financial statements.


                                      F-14
<PAGE>

                       LEADVILLE MINING AND MILLING CORP.
                        (A DEVELOPMENT STAGE ENTERPRISE)
                             STATEMENT OF CASH FLOWS
                                   (Continued)

<TABLE>
<CAPTION>
                                                                                                               For The Period
                                                                              For The Year Ended             September 17, 1982
                                                                                    July 31,                     (Inception)
                                                                       --------------------------------               To
                                                                           2000                 1999            July 31, 2000
                                                                       -----------          -----------          -----------
<S>                                                                    <C>                  <C>                  <C>
Cash Flow From Financing Activities:
  Increase in Loans Receivable                                         $    (5,360)         $      (700)         $   (14,550)
  Increase in Loans Payable - Officers                                        --                   --                 18,673
  Repayment of Loans Payable - Officers                                       --                   --                (18,673)
  Increase in Note Payable                                                  11,218                 --                 11,218
  Payments of Note Payable                                                    (818)                --                   (818)
  Proceeds From Sale of Common Stock                                     1,074,456              941,382            8,226,493
  Commissions on Sale of Common Stock                                         --                   --                 (5,250)
  Expenses of Initial Public Offering                                         --                   --               (408,763)
  Purchase of Certificate of Deposit - Restricted                             --                                      (5,000)
  Purchase of Mining Reclamation Bond                                      (30,150)                --                (30,550)
                                                                       -----------          -----------          -----------

Net Cash Provided By Financing Activities                                1,049,346              940,682            7,772,780
                                                                       -----------          -----------          -----------

Increase (Decrease) In Cash and Cash Equivalents                           (57,471)              95,319               49,422

Cash and Cash Equivalents - Beginning                                      106,893               11,574                 --
                                                                       -----------          -----------          -----------

Cash and Cash Equivalents - Ending                                     $    49,422          $   106,893          $    49,422
                                                                       ===========          ===========          ===========

Supplemental Cash Flow Information:
  Cash Paid For Interest                                               $      --            $      --                   --
                                                                       ===========          ===========          ===========

  Cash Paid For Income Taxes                                           $       680          $       680          $    26,843
                                                                       ===========          ===========          ===========

Non-Cash Financing Activities:
  Issuances of Common Stock as Commissions
    on Sales of Common Stock                                           $    24,370          $    94,159          $   344,950
                                                                       ===========          ===========          ===========

  Issuance of Common Stock as Payment for Expenses                     $    78,335          $    13,684          $   192,647
                                                                       ===========          ===========          ===========

  Issuance of Common Stock as Payment for Property
    and Equipment                                                      $      --            $      --            $     4,500
                                                                       ===========          ===========          ===========
</TABLE>

The accompanying notes are an integral part of the financial statements.


                                      F-15
<PAGE>

                       LEADVILLE MINING AND MILLING CORP.
                         (A DEVELOPMENT STAGE ENTERPRISE
                          NOTES TO FINANCIAL STATEMENTS
                                  JULY 31, 2000


NOTE 1 - Summary of Significant Accounting Policies

     Basis of Presentation

     The accompanying  financial statements have been prepared assuming that the
Company  will  continue as a going  concern.  However,  the Company has incurred
recurring  losses  through  July 31,  2000  aggregating  $9,809,864  that raises
substantial doubt about its ability to continue as a going concern. As indicated
in Note 8, the  Company  is in the  process of raising  additional  capital  and
financing.  Continuation of the Company is dependent on (1)  consummation of the
contemplated  financings,  (2) achieving sufficiently  profitable operations and
(3) subsequently  maintaining  adequate  financing  arrangements.  The financial
statements do not include any adjustments  that might result from the outcome of
this uncertainty.

     Property and Equipment

     Property and equipment is reported at cost.  It is the Company's  policy to
capitalize  costs  incurred  to improve  and  develop  the  mining  and  milling
property. General and administrative expenses are expensed as incurred.

     Depletion of mine and mill improvements is computed at cost using the units
of  production  method.  The Company has made no provision  for depletion as the
mine  and  mill  are not in the  production  stage.  Provision  is made  for the
depreciation  of office  furniture and fixtures,  machinery and  equipment,  and
building.  Depreciation  is computed using both  straight-line  and  accelerated
methods over the estimated useful lives of the related assets.


                                      F-16
<PAGE>

                       LEADVILLE MINING AND MILLING CORP.
                         (A DEVELOPMENT STAGE ENTERPRISE
                          NOTES TO FINANCIAL STATEMENTS
                                  JULY 31, 2000


NOTE 1 - Summary of Significant Accounting Policies (Continued)

     Income Taxes

     The Company accounts for income taxes under the asset and liability method.
The  objective of the asset and  liability  method is to establish  deferred tax
assets and  liabilities  for the  temporary  differences  between the  financial
reporting  basis and the tax basis of the Company's  assets and  liabilities  at
enacted tax rates  expected to be in effect  when such  amounts are  realized or
settled.

NOTE 2 - Mining Reclamation Bonds

     This  represents  certificates  of  deposit  that  have been  deposited  as
security for a Mining Reclamation Bond.

NOTE 3 - Loans Receivable

     Included in loans  receivable are unsecured  short-term  revolving loans of
$12,050 and $2,500 paid by the Company  respectively  to WCM  Capital,  Inc.,  a
publicly traded corporation and South American Minerals,  Inc. a publicly traded
corporation. These are non-interest bearing and due on demand.


                                      F-17
<PAGE>

                       LEADVILLE MINING AND MILLING CORP.
                         (A DEVELOPMENT STAGE ENTERPRISE
                          NOTES TO FINANCIAL STATEMENTS
                                  JULY 31, 2000


NOTE 4 - Property and Equipment

     Property and equipment consists of the following:

     Land                                            $   24,364
     Building                                            22,655
     Machinery and Equipment                            358,230
     Mining Claims and
       Leasehold Improvements                           106,786
     Mill and Mining Improvements                     1,192,658
     Office Furniture, Fixtures
       and Equipment                                        958
                                                     ----------
                                                      1,705,651
     Less:  Accumulated Depreciation                    360,798
                                                     ----------

                                                     $1,344,853
                                                     ==========


NOTE 5 - Stockholders' Equity

     At various stages in the Company's  development,  shares of stock have been
issued in exchange  for the fair market  value,  as  determined  by the Board of
Directors,  for services  received with a  corresponding  charge to  operations,
property and  equipment or capital paid in excess of par value  depending on the
nature of the services provided.


                                      F-18
<PAGE>

                       LEADVILLE MINING AND MILLING CORP.
                         (A DEVELOPMENT STAGE ENTERPRISE
                          NOTES TO FINANCIAL STATEMENTS
                                  JULY 31, 2000


NOTE 5 - Stockholders' Equity (Continued)

     Common Stock Reserved For Issuance

     The following is a table with respect to common stock  reserved for options
as of July 31, 2000:

                                                        Options Outstanding
                                                     -------------------------
                                                      Number of    Price Range
                                                       Shares      Per Share
                                                     ----------    -----------

Balance - July 1, 1991                                      -0-    $     --

  Options Granted:
    Services                                            400,000     .10 - .50
    Services - Related Parties                          225,000           .50

  Options Exercised - Related Parties                  (100,000)          .50
                                                     ----------    ----------
Outstanding - July 31, 1992                             525,000     .10 - .50

  Options Granted:
    Services                                            200,000           .50
                                                     ----------    ----------
Outstanding - July 31, 1993                             725,000     .10 - .50

  Options Granted:
    Services                                            310,000           .50
    Services - Related Parties                          350,000           .50

  Exercised:
    Services                                            (35,000)          .50
    Services - Related Parties                         (150,000)          .50

  Expired:                                             (525,000)    .10 - .50
                                                     ----------    ----------

Outstanding - July 31, 1994                             675,000           .50

  Exercised:
    Services                                            (35,000)          .50
    Services - Related Parties                         (350,000)          .50
                                                     ----------    ----------

Outstanding - July 31, 1995                             290,000           .50


                                      F-19
<PAGE>

                       LEADVILLE MINING AND MILLING CORP.
                         (A DEVELOPMENT STAGE ENTERPRISE
                          NOTES TO FINANCIAL STATEMENTS
                                  JULY 31, 2000

NOTE 5  -      Stockholders' Equity (Continued)

     Common Stock Reserved For Issuance

     The following is a table with respect to common stock  reserved for options
as of July 31, 2000:

                                                        Options Outstanding
                                                     -------------------------
                                                      Number of    Price Range
                                                       Shares      Per Share
                                                     ----------    -----------
  Options Granted:
      Services - Related Parties                        600,000    $      .10
  Exercised:
      Cash - Related Parties                            (17,500)          .40
      Services                                          (95,000)          .50
      Services -Related Parties                        (202,500)          .35
  Expired:                                             (165,000)          .50
                                                     ----------    ----------
Outstanding - July 31, 1996                             410,000     .35 - .50

  Options Granted
      Services - Related Party                        1,545,000          .022
      Services                                           10,000           .35
  Exercised
      Service - Related Party                          (101,730)          .35
  Expired                                               (30,000)          .35
                                                     ----------    ----------

Outstanding July 31, 1997                             1,833,270           .22

  Options Granted:
      Services - Related Parties                        610,000          .022
       Services                                         755,000       .22-.40
  Exercised:
      Services                                         (720,000)      .22-.35
                                                     ----------    ----------

Outstanding - July 31, 1998                           2,478,270      .022-.40

  Options Granted:
    Services                                            100,000           .70
  Exercised:
    Services                                           (260,000)      .10-.70
    Services Related Party                             (350,000)         --
                                                     ----------    ----------

Outstanding - July 31, 1999                           1,968,270       .10-.40
                                                                   ==========

  Options Granted:
      Services - Related Parties                      2,350,000          .022
       Services                                       1,210,000       .22-.50
  Exercised:
      Services                                         (250,000)      .10-.22
                                                     ----------    ----------

Outstanding - July 31, 2000                           5,278,270    $ .022-.50
                                                     ==========    ==========


                                      F-20
<PAGE>

                       LEADVILLE MINING AND MILLING CORP.
                         (A DEVELOPMENT STAGE ENTERPRISE
                          NOTES TO FINANCIAL STATEMENTS
                                  JULY 31, 2000


NOTE 5 - Stockholders' Equity (Continued)

     Authorized Common Stock

     In September  1993 the Company's  shareholders  approved an increase in the
authorized common stock from 100,000,000 shares to 150,000,000 shares.

     Effective  April 11,  1998 the Company  underwent a 1 for 10 reverse  split
with all fractions being rounded up into new common stock.

     All  references to common stock is restated to reflect the 1 for 10 reverse
split.

NOTE 6 - Income Taxes

     For income tax purposes,  the Company has a net operating loss carryforward
at July 31, 2000 of  approximately  $6,675,000  beginning  to expire at July 31,
2001 if not offset against future federal taxable income.

     Pursuant to FASB 109, the Company has elected to take a 100% reserve on the
deferred  tax  asset  arising  from the net  operating  loss of  $2,269,500  and
accordingly there is no cumulative effect adjustment or current year tax benefit
recorded.

NOTE 7 - Commitments and Contingencies

     From time to time,  the  Company  may be named in legal  actions  which are
incidential  to the  industry  in which the  Company  operates.  Currently,  the
Company is not a party to any legal proceedings.


                                      F-21
<PAGE>

                       LEADVILLE MINING AND MILLING CORP.
                         (A DEVELOPMENT STAGE ENTERPRISE
                          NOTES TO FINANCIAL STATEMENTS
                                  JULY 31, 2000


NOTE 8 - Liquidity and Going Concern Uncertainty

     The Company has incurred  recurring  losses amounting to $9,809,864 at July
31, 2000. This raises  substantial doubt about the Company's ability to continue
as a going concern.

     Specific  plans  to  obtain  financing  for a full  scale  mining  and mill
operation includes the following:

     Private  placements of the Company's  securities to  institutions,  private
individuals,  mining companies, and/or investment groups. During the fiscal year
ended July 31,  2000 the Company  raised  approximately  $1,074,455  through the
sales of common stock to  investors,  which  enabled the Company to complete the
Hunter Shaft, test the mill and do core drilling.

     Assuming  that the Company is able to obtain  funds from one or more of the
above sources,  planned activities over the next twelve months should include A)
Continue drilling of Hunter location, as required. B) Continue drilling N.W. end
of Breece Hill magnetic anomaly, as required.  C) Drilling of certain properties
in the  Leadville  Mining  district  which are  presently  subject  to a leasing
effort.  D) Continue  underground  exploration of Hunter and Hopemore  ground by
drift and longhole drilling.  E) Mapping and digitizing  exploration  results to
produce a computer  model of  exploration  results.  F) Examine  other mines and
mineral deposits for acquisition.  During Fiscal 2000 the company needs to raise
additional capital in order to complete these projects.

     There is no assurance  whatsoever that any of the Company's  proposed plans
to raise  capital and  otherwise  fund  operations  will prove  successful.  The
Company's  ability to continue as a going concern is dependent  upon its ability
to obtain sufficient  funding as discussed above and its inability to do so will
delay or cease the Company's planned operations as discussed above.


                                      F-22
<PAGE>

Item  8.  Changes  in and  Disagreements  with  Accountants  on  Accounting  and
Financial Disclosures.

There have been no changes in or disagreements  with accountants with respect to
accounting and/or financial disclosure.


                                    PART III

Item 9. Directors, Executive Officers, Promoters and Control Persons; Compliance
with Section 16(a) of the Exchange Act.

The following table sets forth certain information concerning the directors and
executive officers of the Company:

                               First
                               Became
Name                    Age    Director  Position
----                    ---    --------  --------

Gifford A. Dieterle     68     9/22/82   President, Treasurer
                                            & Chairman of the Board

Robert Roningen         67     9/14/93   Senior Vice President, Secretary

Jack V. Everett         79     1/25/95   Director, Vice President - Exploration

Roger A Newell          56     8/28/00   Director, Vice President -
                                            Development

Jeffrey W. Pritchard    42     1/27/00   Director, Vice President -
                                            Investor Relations

----------

Directors are elected at the meeting of shareholders called for that purpose and
hold office until the next shareholders meeting called for that purpose or until
their  resignation  or death.  Officers  of the  corporation  are elected by the
directors at meetings called by the directors for its purpose.

GIFFORD A. DIETERLE, President, Treasurer and Chairman of the Board of Directors
of the Company. Mr. Dieterle was appointed President in September 1999 following
the resignation of Donald W. Wilson. His highest educational degree is a M.S. in
Geology  obtained  from New York  University.  From 1977 until July 1993, he was
Chairman,  Treasurer,  and  Executive  Vice-President  of Franklin  Consolidated
Mining  Company.  From 1965 to 1987,  he was  lecturer  in  geology  at the City
University  of N.Y.  (Hunter  Division).  Since 1962,  he has been a  consulting
geologist  engaged in the geological  evaluation of oil and mineral  properties.
From 1978 until the present, he has been a registered  representative with Datek
Securities.


                                       15
<PAGE>

ROBERT RONINGEN, Senior Vice President, Secretary and Director, has been engaged
in the practice of law as a sole practitioner and is a self-employed  consultant
geophysicist in Duluth,  Minnesota.  From 1988 to August 1993, he was an officer
and director of Franklin Consolidated Mining Company, Inc. He graduated from the
University of Minnesota in 1957 with a B.A. in geology and in 1962 with a degree
in Law.

JACK  V.  EVERETT,  Vice  President  -  Exploration  and  Director,  has  been a
consulting  mining  geologist  for 25 years,  with  expertise  in all  phases of
exploration  for base and precious  metals.  Following his 1947  graduation from
Michigan  State  University,  he was District  Geologist  for Pickands  Mather &
Company on the Cuyuna Iron  Range,  Minnesota.  From 1951 to 1970,  he was Chief
Geologist and Exploration Manager for W.S. Moore Company,  Duluth,  Minnesota an
iron mining  company with gold and base metal  sulfide  holdings in the U.S. and
Canada.

ROGER A. NEWELL,  Vice  President - Development  and  Director,  has been in the
mining  industry  for over 30  years.  From  1977  through  1989,  he  served as
Exploration  Manager/Senior  Geologist for the Newmont  Mining Company and, from
1989 through 1995, was the  Exploration  Manager for Gold Fields Mining Company.
He was Vice President  Development,  for Western  Exploration  Company from 1997
through 2000. His highest  educational degree is a Ph.D. in mineral  exploration
from Stanford University.

JEFFREY W.  PRITCHARD,  Vice  President - Investor  Relations and Director,  has
worked  for  the  Company  for  the  past  five  years.   He  has  been  in  the
marketing/public  relation's field since receiving a Bachelor's  degree from the
State  University  of New  York in 1979.  Jeff has  served  as the  Director  of
Marketing for the New Jersey Devils,  July 1987-April  1990, and as the Director
of Sales for the New York  Islanders  from May  1985-June  1987.  He also was an
Executive Vice President with Long Island based Performance Network, a marketing
and publishing concern, from May 1990 through October 1995.

Compliance with Section 16(a) of The Securities Exchange Act of 1934

To the Company's  knowledge,  based solely on a review of such  materials as are
required by the  Securities  and Exchange  Commission,  no officer,  director or
beneficial  holder  of  more  than  ten  percent  of the  Company's  issued  and
outstanding shares of Common Stock failed to timely file with the Securities and
Exchange  Commission  any form or report  required  to be so filed  pursuant  to
Section  16(a) of the  Securities  Exchange  Act of 1934,  except  that  Messrs.
Pritchard,  Shevchenko  and Newell  failed to timely  file  forms 3 and  Messrs.
Dieterle,  Roningen,  Everett, Sherp, Pritchard, Wilson and Shevchenko failed to
timely file Forms 5.

Item 10. Executive Compensation

The following  table shows all the cash  compensation  paid or to be paid by the
Company or any of its subsidiaries,  as well as certain other  compensation paid
or accrued,  during the fiscal years indicated,  to the Chief Executive  Officer
for such period in all capacities in which he served. Information concerning the
Chief  Executive  Officer  relates to Gifford  Dieterle.  Donald W. Wilson,  the
former Chief  Executive  Officer,  retired in September 1999. No other Executive
Officer received total annual salary and bonus in excess of $100,000.


                                       16
<PAGE>

                           SUMMARY COMPENSATION TABLE

<TABLE>
<CAPTION>
                                                                                Long-Term Compensation
                                                                      -------------------------------------------
                                Annual Compensation                          Awards                Payouts
                            ----------------------------------------  -------------------------------------------
        (a)                  (b)       (c)         (d)        (e)        (f)      (g)          (h)        (i)
        ---                  ---       ---         ---        ---        ---      ---          ---        ---
                                                             Other    Restricted                        All Other
                                                             Annual     Stock                 LTIP      Compensa
  Name and Principal                                        Compen-     Award   Options      Payouts     -tion
  Position                  Year     Salary        ($)      sation($)    ($)     SARs          ($)        (i)
<S>                         <C>      <C>            <C>        <C>        <C>  <C>              <C>        <C>
Gifford A. Dieterle         2000     47,473        -0-        -0-        -0-   1,000,00        -0-        -0-
 Chief Executive
  Officer
Donald W. Wilson            2000     13,368        -0-        -0-        -0-        -0-        -0-        -0-
 Chief Executive            1999     76,998        -0-        -0-        -0-        -0-        -0-        -0-
  Officer                   1998     63,320        -0-        -0-        -0-    150,000        -0-        -0-
</TABLE>

The  following  table  sets forth  information  with  respect  to the  Company's
Executive  Officers  concerning  the  grants of options  and Stock  Appreciation
Rights ("SAR") during the past fiscal year:


                      OPTION/SAR GRANTS IN LAST FISCAL YEAR
                                Individual Grants

<TABLE>
<CAPTION>
(a)                          (b)              (c)                       (d)                    (e)
-----------------------------------------------------------------------------------------------------
                                           Percent of Total
                                           Options/SARs
                          Options/         Granted to
                            SARs           Employed in             Exercise or Base        Expiration
Name                      Granted          Fiscal Year              Price ($/SH)              Date
-----------------------------------------------------------------------------------------------------
<S>                     <C>                  <C>                      <C>                   <C>
Donald W. Wilson              -0-
Gifford Dieterle        1,000,000            28%                      $.022                 11-2-02
Robert Roningen         1,000,000            28%                      $.022                 11-2-02
Jack Everett              250,000             7%                      $.022                 11-2-02
Horst Scherp                  -0-
Jeffrey Pritchard         100,000             3%                      $.022                  3-6-03
</TABLE>

The  following  table  sets forth  information  with  respect  to the  Company's
Executive  Officers  concerning  exercise of options during the last fiscal year
and unexercised options and SARs held as of the end of the fiscal year:

         Aggregated Option/SAR Exercises and Fiscal Year-End Option/SAR

(a)                  (b)              (c)             (d)              (e)
--------------------------------------------------------------------------------
                                                                   Value of
                                                  Number of        Unexercised
                                                  Unexercised      In-the-Money
                                                  Options/SARs     Option/SARs
                     Shares                       at FY-End(#)     at FY-End(#)
                     Acquired on      Value       Exercisable/     Exercisable/
Name                 Exercise(#)      Realized    Unexercisable    Unexercisable
--------------------------------------------------------------------------------
Donald W. Wilson        -0-             -0-           700,000            --
Gifford Dieterle        -0-             -0-         1,553,270            --
Robert Roningen         -0-             -0-         1,150,000            --
Jack Everett            -0-             -0-           475,000            --
Horst Scherp            -0-             -0-            20,000            --
Jeffrey Pritchard       -0-             -0-           100,000            --


                                       17
<PAGE>

The  following  table  sets forth  information  with  respect  to the  Executive
Officers  concerning  awards  under long term  incentive  plans  during the last
fiscal year:

<TABLE>
<CAPTION>
                                                              Estimated Future Payouts under Non-Stock
                                                              Price Based Plans
     (a)              (b)              (c)                    (d)             (e)               (f)
                                                           -------------------------------------------
                                       Performance
                      Number of        or Other
                      Shares, Units    Period Until
                      or Other         Maturation or       Threshold        Target           Maximum
    Name              Rights(#)        Payout              ($ or #)         ($ or #)         ($ or #)
    ----              ---------        ------              --------         --------         --------
<S>                      <C>
Donald W. Wilson        -0-
Gifford Dieterle        -0-
Robert Roningen         -0-
Jack. Everett           -0-
Horst Scherp            -0-
</TABLE>

Directors  are not  compensated  for  acting  in their  capacity  as  Directors.
Directors are reimbursed for their  accountable  expenses  incurred in attending
meetings and conducting their duties.

Item 11. Security Ownership of Certain Beneficial Owners and Management

     (a)  Security  Ownership  of Certain  Beneficial  Owners -- The persons set
forth on the charts below are known to the Company to be the  beneficial  owners
of more than 5% of the Company's  outstanding  voting Common Stock as of October
27, 2000.

     (b) Security  Ownership of Management - Information  concerning  the number
and  percentage  of shares of voting Common Stock of the Company owned of record
and  beneficially  by  management  as of October 27,  2000,  is set forth on the
charts below.

                  Name of                 Amount & Nature
                  Beneficial              of Beneficial         Approximate
Title of Class    Owner                   Ownership 10/27/00    Percentage(1)(2)

Common Stock      Gifford A. Dieterle*      2,764,053(2)(3)         10.0%
Common Stock      Jack Everett*               475,000(2)             1.8%
Common Stock      Robert Roningen*          1,693,905(2)(4)          6.2%
Common Stock      Horst Scherp*                25,000(2)              **
Common Stock      Jeffrey W. Pritchard*       206,354(2)              **
Common Stock      Roger A Newell*                   0                 **
Common Stock      Donald W. Wilson*           701,000(2)             2.6%
Common Stock      Richard Shevchenko        3,255,674(2)(5)         12.0%

   All Officers and
   Directors as a
   Group (7)*                               5,865,312(2)(3)(4)      19.5%

----------


                                       18
<PAGE>

* Officer and/or Director of the Company, including Mr. Wilson who resigned as
President and a Director of the Company in September 1999 and Horst Scherp, who
resigned as a Director in January 2000.

** Less than one percent.

(1)  Based upon 26,081,843 shares issued and outstanding as of October 27, 2000.

(2)  For Messrs. Wilson,  Dieterle,  Everett,  Roningen,  Scherp,  Pritchard and
     Shevchenko,  includes,  respectively,  700,000  shares,  1,553,270  shares,
     475,000  shares,  1,150,000  shares,  20,000  shares,  100,000  shares  and
     1,000,000 shares issuable upon exercise of options and/or warrants.

(3)  Includes shares owned by Mr. Dieterle's wife.

(4)  Includes shares owned by Mr. Roningen's wife and children.

(5)  Includes shares owned by Mr. Shevchenko's wife and children.


Item 12. Certain Relationships and Related Transactions.

On March 6, 2000, the Company issued to Jeffrey W.  Pritchard,  a Vice President
and Director of the Company,  options to purchase 100,000 shares.  These options
expire on March 6, 2003 and are exercisable at $0.022 per share.

On  November  1,  1999,  the  Company  issued the  following  options to certain
officers,  directors and principal  shareholders:  Gifford  Dieterle-  option to
purchase  1,000,000  shares,  Robert  Roningen  - option to  purchase  1,000,000
shares,  Richard Shevchenko - option to purchase 1,000,000 shares,  Jack Everett
250,000 shares.  All options granted on that date expire on November 1, 2002 and
are exercisable at $0.022 per share.

On June 5, 1998,  the Company issued the following  options to certain  officers
and  directors.  Donald  Wilson - option to  purchase  150,000  shares;  Gifford
Dieterle - option to purchase 150,000 shares; Robert Roningen option to purchase
150,000 shares; Jack Everett -option to purchase 150,000 shares;  Horst Scherp -
option to purchase  10,000  shares.  All options  granted on that date expire on
June 5, 2001.  All shares held by Messrs.  Wilson and Scherp are  exercisable at
$.22 per share. The exercise price of the other options were reduced on July 15,
2000 to $0.022 per share.

Effective April 11, 1997, the Company  reverse split its  outstanding  shares of
Common Stock on a  one-for-ten  basis and adjusted the terms of all  outstanding
options and  warrants  accordingly.  Unless the context  specifically  indicates
otherwise,  all  references  herein to Shares,  options and  warrants  have been
adjusted to take into account the reverse split.


                                       19
<PAGE>

On April 2, 1997, the Company issued the following  options to certain  officers
and  directors.  Donald  Wilson - option to  purchase  350,000  shares;  Gifford
Dieterle - option to purchase 350,000 shares; Robert Roningen option to purchase
350,000 shares;  Jack Everett -option to purchase 50,000 shares;  Horst Scherp -
option to purchase  10,000  shares.  All options  granted On that date expire on
April 2, 2001. The options were  exercisable at $.35 per share.  On November 10,
1997 the  exercise  price  decreased  to $0.10 per share.  On July 15,  2000 the
exercise price was reduced to $0.022 per share for Messrs. Dieterle and Everett.

On January 5, 1996, the Company issued the following options to certain officers
and  directors.  Donald  Wilson - option to  purchase  200,000  shares;  Gifford
Dieterle  - option to  purchase  220,000  shares;  Robert  Roningen  - option to
purchase 150,000 shares;  Jack Everett -option to purchase 25,000 shares;  Horst
Scherp - option to purchase 5,000 shares.  All options granted on that date were
to expire on January 5, 1998 and were to be  exercisable  at $.35 per share.  On
November 20, 1997 the Board of Directors  approved a 3-year  extension  expiring
January 5, 2001 at an exercisable price decrease to $.10 per share.


Item 13. Exhibits and Reports on Form 8-K.

     Exhibits

     3.a     Certificate of Incorporation of Company(1)
     3.b     Amendments to Certificate of Incorporation of Company (1)
     3.c     By-Laws of Company (1)
     10.a    Mining Claims (1)


     (1)  Previously filed as an exhibit to the Company's Registration Statement
          on Form S-18 (SEC File No.  2-86160-NY) filed on or about November 10,
          1983, and incorporated herein by this reference.

     Reports of Form 8-K

Form 8-K filed with the Commission on September 30, 1999.

Statements  contained in this Form 10-KSB as to the contents of any agreement or
other document  referred to are not complete,  and where such agreement or other
document  is an exhibit to this  Report or is  included  in any forms  indicated
above,  each such  statement  is deemed to be  qualified  and  amplified  in all
respects by such provisions.


                                       20
<PAGE>

                                   SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.

                                         LEADVILLE MINING AND MILLING CORP.

                                            /s/ Gifford A. Dieterle, Pres.
                                            ----------------------------------
Dated: November 7, 2000                  By     Gifford A. Dieterle, President


Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following  persons on behalf of the  registrant and
in the capacities and on the dates indicated.

SIGNATURES                      TITLE                           DATE
----------                      -----                           ----


/s/ Gifford A. Dieterle         President,                    November 7, 2000
-------------------------       Treasurer,
Gifford A. Dieterle             Principal Financial
                                and Accounting
                                Officer and Chairman
                                of the Board of Directors


/s/ Jack Everett                V.P, Director                 November 7, 2000
-------------------------
Jack Everett


/s/ Robert Roningen             Senior V.P,
-------------------------       Secretary, Director           November 7, 2000
Robert Roningen


/s/ Roger A. Newell             Director                      November 7, 2000
-------------------------
Roger A. Newell


/s/ Jeffrey W. Pritchard        Director                      November 7, 2000
-------------------------
Jeffrey W. Pritchard


                                       21
<PAGE>

                            SUPPLEMENTAL INFORMATION

Supplemental  Information to be Furnished With Reports Filed Pursuant to Section
15(d) of the Act by Registrants Which Have Not Registered Securities Pursuant to
Section 12 of the Act.


                                 NOT APPLICABLE.



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